Common use of Piggy-Back Registrations Clause in Contracts

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC Commission a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company 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 the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 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(d) shall be construed to limit any registration required under Section Sections 2(a) or 3 hereof. If an offering in connection with which an the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then each 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors Investor pursuant to this Section 2(d) 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 Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC Commission a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor the Buyer 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 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, 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 Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch 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. If an offering in connection with which an Investor is entitled to registration The obligations of the Company under this Section 2(d) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such 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 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 accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of ------------------------ the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any an acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), then the Company shall send to each Investor Purchaser who is entitled has a right to registration rights under have Registrable Securities covered by a Registration Statement pursuant to this Section 2(d) Agreement written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor 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 Investor Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Purchasers seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsPurchasers; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 rightsStatement. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Section 2(a) 2.1 or 3.2 hereof. If an offering in connection with which an Investor a Purchaser is entitled to registration under this Section 2(d) 2.4 is an underwritten offering, then each Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or Form S-8 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities such Investor the requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock 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 such Investor the Buyer 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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, on the same terms and conditions as other shares of Common Stock Shares included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior when there is not an effective Registration Statement covering (i) shares of Common Stock issued pursuant to the expiration Purchase Agreement or (ii) Warrant Shares issuable upon exercise of the Registration Period (as hereinafter defined) Warrants, the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 its 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will use its best efforts to cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder, to the extent necessary to permit the disposition of the Registrable Securities so to be registered, 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 notice, such Investor shall so request in writingregistration, the Company shall 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 such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration pursuant to this Section 8(d) (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 8(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered; provided, except that ifhowever, 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 becausethat, in such underwriter(s)' judgmentsubject to Section 2 hereof, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall not be obligated required to include in such Registration Statement only such limited portion register any Registrable Securities pursuant to this Section 8(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter should reasonably object to the inclusion of the Registrable Securities with respect to which in such Investor has requested registration statement, and reasonably determine that the inclusion hereunder as the underwriter shall permit. Any exclusion of such Registrable Securities shall be made pro rata among would materially adversely affect the Investors seeking to include offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities in proportion to of the Holders, then (x) the number of Registrable Securities sought of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included by such Investors; PROVIDEDin the registration) if the underwriter(s) recommends the inclusion of fewer Registrable Securities, HOWEVER, that or (y) none of the Company shall not exclude any Registrable Securities unless of the Company has first excluded all outstanding securities, Holders shall be included in such registration statement if the holders of which are not entitled to underwriter(s) recommends the inclusion of none of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERhowever, HOWEVERthat if securities are being offered for the account of other persons or entities as well as the Company, that, after giving effect to such reduction shall not represent a greater fraction of the immediately preceding proviso, any exclusion number of Registrable Securities shall intended to be made pro rata with holders offered by the Holders than the fraction of similar reductions imposed on such other securities having the right to include such securities in the Registration Statement persons or entities (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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC Commission a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company 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 the Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 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(d) shall be construed to limit any registration required under Section Sections 2(a) or 3 hereof. If an offering in connection with which an the Investor is entitled to registration under this Section 2(d) is an underwritten offering, then each 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors Investor pursuant to this Section 2(d) 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 Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to when there is not an effective Registration Statement covering (i) the expiration Shares of Common Stock or (ii) the Registration Period (as hereinafter defined) Warrant Shares, the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 its 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after receipt of such notice, any such holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Purchasers), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, 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 notice, such Investor shall so request in writingregistration, the Company shall 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 such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor holder requests to be registered; provided, 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, HOWEVERhowever, that the Company shall not exclude be required to register 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 2(d7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after 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 based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders 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 shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with offered by the terms Holders than the fraction of this Agreementsimilar reductions imposed on such other persons or entities (other than the Company).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if (i) If at any time prior to during the expiration of the Registration Period (as hereinafter defined) Exercise Period, the Company shall determine to file with the SEC a Registration Statement under the Securities Act (a "REGISTRATION STATEMENT") relating to an underwritten offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or of business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor holder who is entitled to registration rights under this Section 2(d8(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor Warrantholder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities Warrant Shares such Investor 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 Registrable Securities Warrant Shares with respect to which such Investor Warrantholder has requested inclusion hereunder as the underwriter shall permithereunder. Any exclusion of Registrable Securities Warrant Shares shall be made pro rata among the Investors holders of all shares of Common Stock (or securities convertible into Common Stock) seeking to include Registrable Securities such shares in the Registration Statement in proportion to the number of Registrable registerable Securities sought to be he included by such InvestorsWarrantholders. The obligations of the Company under this Section 8(b) may be waived by Warrantholders holding a majority in interest of the Warrant Shares and shall expire after the Company has afforded the opportunity for the Warrantholders to exercise registration rights under this Section 8(b) for two registrations; PROVIDED, HOWEVERhowever, that the Company any Warrantholder who shall not exclude have had any Registrable Securities unless the Company has first Warrant Shares excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such from any Registration Statement or are not entitled to pro rata inclusion in accordance 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(d8(b) shall be construed entitled to limit any registration required under Section 2(a) hereofinclude in an additional Registration Statement filed by the Company the Warrant Shares so excluded. If an offering in connection with which an Investor Warrantholder is entitled to registration under this Section 2(d8(b) is an underwritten offering, then each Investor Warrantholder whose Registrable Securities Warrant Shares are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities Warrant Shares 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time subsequent to the effective date of the registration statement in respect of the Qualifying IPO but prior to the expiration of the Registration Period (as hereinafter defineddefined below) the Company shall determine (i) to file with the SEC a Registration Statement registration statement under the Securities Act relating (in whole or in part) to an offering of Common Shares for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 S-4, Form F-4 or Form S-8 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 stock option or other BONA FIDE, 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 (other than “at the market” or “registered direct” offerings on behalf of the Company), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination at least ten (10) days prior to the anticipated filing date of the registration statement and, if within fifteen five (155) days after the effective date receipt of such notice, such the Investor shall so request in writing, the Company shall use commercially reasonable efforts to include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities such that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose advise the Company in writing, in good faith, a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering is desirable because, in such underwriter(s)' ’ judgment, marketing or other factors dictate the inclusion of such limitation is necessary to facilitate Registrable Securities would interfere with the public distribution, then the Company shall be obligated to include in such Registration Statement underwritten offering only such limited portion of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder as the underwriter underwriter(s) 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; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, 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 such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 rightsunderwritten offering. No right to registration of Registrable Securities under this Section 2(d2(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(d) is an underwritten offering, then each Investor whose Investor’s Registrable Securities are included in an underwritten offering pursuant to this Section 2(b), then such Registration Statement Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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 Shares included in such underwritten offering. Notwithstanding anything the foregoing, if, prior to the contrary set forth hereineffectiveness of the registration statement described in Section 2(b) above, the registration rights of Company determines for any reason not to proceed with the offering, the Company shall give notice to the Investors pursuant and shall be relieved of its obligation to this Section 2(d) register any Registrable Securities in connection with such registration statement (but, for the avoidance of doubt, shall only be available in the event not relieve the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed its obligations pursuant to Section 2(a) in accordance with the terms of this Agreement6).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or Form S-8 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen ten (1510) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities such Investor the requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock 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 such Investor the Buyer 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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, 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 Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject Unless the Registrable Securities have been registered pursuant to Section 2(a) and for so long as such registration is effective, subject to the last sentence provisions of this Section 2(d)3(u) hereof, and sufficient to cover all Registrable Securities pursuant to Section 2(g) hereof, then, if at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine proposes to file with the SEC a Registration Statement relating to an 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 (or their then equivalents at such time) 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 stock option or other BONA FIDE, employee benefit plans), ) the Company shall promptly send to each Investor who is entitled written notice of the Company's intention to registration file a Registration Statement and of such Investor's rights under this Section 2(d2(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 subject 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 to inclusion of such securities priorities set forth 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 rightsSection 2(b) below. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Section 2(a). The obligations of the Company under this Section 2(b) hereofmay 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(d2(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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Investors pursuant to this Section 2(d2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreementthe date hereof, drawn from them pro rata based on the number each has requested to be included in such registration.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 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 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor the Buyer 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 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, 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 Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 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 as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch 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. If an offering in connection with which an Investor is entitled to registration The obligations of the Company under this Section 2(d) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such 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 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 accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities 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, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch 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. If an offering in connection with which an Investor is entitled to registration The obligations of the Company under this Section 2(d) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such 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 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 accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine determines to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities Common Stock (other than on Form S-4 or Form S-8 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 employee stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(a) written notice of such determination and, if determination. If within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 as may be determined by such managing underwriter(s); provided that no portion of the underwriter Common Stock which the Company is offering for its own account shall permitbe 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 Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, 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 pro rata inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, 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 or similar registration rightsrights or whose registration rights existed prior to the date hereof. No right to registration of Registrable Securities under this Section 2(d2(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(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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form Form<-1- 32>S-4 or Form Form<-1- 32>S-8 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(e) written notice of such determination and, if within fifteen (15) ten days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 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 as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities 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, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d2(e) 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 The obligations of the Company under this Section 2(d2(e) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(e) for two registrations; PROVIDED, HOWEVER, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement shall, unless otherwise agreed in accordance with this Section 2(e) shall be entitled to include in an additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 2(e).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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 stock option or other BONA FIDE, 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 send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities such that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement 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 Registration Statement underwritten offering only such limited portion of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder as the underwriter underwriter(s) 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; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, 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 such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(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(d) is an underwritten offering, then each Investor whose Investor’s Registrable Securities are included in an underwritten offering pursuant to this Section 2(b), then such Registration Statement Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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 2(d2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 PROVIDEDprovided, 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 effect an orderly public distributiondistribution of the securities to be sold by the Company, 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 permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch 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. If an offering in connection with which an Investor is entitled to registration The obligations of the Company under this Section 2(d) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such 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 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 accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 effect an orderly public distributiondistribution of the securities to be sold by the Company, 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 permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities 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, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch 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. If an offering in connection with which an Investor is entitled to registration The obligations of the Company under this Section 2(d) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such 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 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 accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d2(b), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(b) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 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(d2(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(d2(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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor the Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 the Buyer 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor the Buyer 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 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, 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 Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor the Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 the Buyer 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 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(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor the Buyer 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 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, 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 Buyer pursuant to this Section 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if (a) If at any time prior to or times after the expiration of the Registration Period (as hereinafter defined) date hereof the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others register under the 1933 Securities Act any shares of any of its equity securities Common Stock (other than in connection with a registration on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to be issued solely equivalent forms) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing security holders), then the Company shall promptly give written notice of such proposed registration to the Holders (but in no event less than thirty (30) days prior to the anticipated effective date of the registration statement). If within twenty (20) days after the receipt of such notice the Company receives a written request from any acquisition Holder for the inclusion in such, registration of any entity some or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plansall of the Registrable Securities held by such Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall send use all commercially reasonable efforts to each Investor who is entitled to registration rights under this Section 2(d) written notice of cause such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 any similar securities of the Company or any other shares securityholder included therein and to permit the sale or other disposition of Common Stock such Registrable Securities in accordance with the intended method of distribution thereof. The Company may withdraw a registration under this Section 3 at any time prior to the time it becomes effective, provided that the Company shall give prompt notice of such withdrawal to the Holders which requested to be included in such underwritten offering. registration. (b) Notwithstanding anything the foregoing, if counsel to the contrary set forth herein, Company determines that the form of Registration Statement for any such registration by the Company does not permit the registration rights of Registrable Securities, such counsel shall deliver to the Holders an opinion stating (i) that such form does not permit the registration of Registrable Securities and (ii) that the use of a form permitting the registration of Registrable Securities would not be commercially feasible. Such opinion shall be delivered to the Holders no less than thirty (30) days prior to the anticipated effective date of the Investors Registration Statement and the Company shall not be obligated to register Registrable Securities of any Holder in such Registration Statement pursuant to this Section 2(d3. (c) In connection with any offering under this Section 3 involving an underwriting, the Company shall only not be available required to include a Holder's Registrable Securities in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with underwritten offering unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 3 has advised the Company in writing that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by Selling Stockholders is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering for the accounts of Selling Stockholders (including the Holders) to a number deemed satisfactory by the managing underwriter, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; and second, securities held by any Selling Stockholder (including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights and in the case of the Monroe Agreement, pursuant to the exercise of demand registration rights, as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders). (d) Each Holder hereby agrees that such Holder may not participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in the underwriting arrangements for such offering, and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the underwriting arrangements.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), then the Company shall send to each Investor Purchaser who is entitled has a right to registration rights under have Registrable Securities covered by a Registration Statement pursuant to this Section 2(d) Agreement written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor 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 Investor Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Purchasers seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsPurchasers; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 rightsStatement. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Section 2(a) 2.1 or 3.2 hereof. If an offering in connection with which an Investor a Purchaser is entitled to registration under this Section 2(d) 2.4 is an underwritten offering, then each Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plansplans or pursuant to a plan to reorganize the Company's Series A Cumulative Convertible Preferred Stock), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d8(e) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities 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, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d8(e) shall be construed to limit any registration required under Section 2(a8(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 Notwithstanding any other provision of this Agreement, on if 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 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement required to be filed pursuant to Section 2(a8(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 8(e).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if (a) If at any time prior to the expiration earlier of (i) the second anniversary of the Registration Period Closing Date and (as hereinafter definedii) the Company date on which each Seller may sell all 450,000 Shares then held by him pursuant to Rule 144 in a single transaction, the Purchaser shall determine to file with register the SEC a Registration Statement relating to an offering sale of any LTC Common Stock, either for its own account or the account of others a security holder or holders exercising their registration rights under the 1933 Securities Act of any of its equity securities (other than on Form S-4 pursuant to (x) an acquisition of or merger with another entity including, without limitation, a purchase of stock or assets or a transaction described under Rule 145 of the Securities Act, (y) a transaction registering securities convertible into LTC Common Stock, (z) Form S-8 or their then equivalents relating to equity securities its successor forms) on any registration form which permits secondary sales and includes substantially the same information as would be required to be issued solely included in connection with any acquisition a registration statement covering the sale of any entity or business or equity securities issuable in connection with stock option LTC Shares, the Purchaser shall: (i) Promptly give to each Seller written notice thereof (which shall include the number of shares the Purchaser or other BONA FIDE, employee benefit plans), the Company shall send security holder proposes to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination register and, if known, the name of the proposed underwriter); and (ii) Use its reasonable best efforts to include in such registration all the LTC Shares specified in a written request or requests made by the Sellers within fifteen ten (1510) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part receipt of the Registrable Securities such Investor requests written notice from the Purchaser described in clause (i) above; provided, however, that prior to the first anniversary of the Closing Date, not more than an aggregate of 450,000 LTC Shares shall be requested by the Sellers to be registered, except included in all such registrations pursuant to this Article IX. If the underwriter advises the Purchaser (A) that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose marketing considerations require 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 offered pursuant to facilitate public distributionany registration statement, then the Company shall Purchaser may offer all of the securities it proposes to register for its own account or the maximum amount that the underwriter considers saleable and such limitation on any remaining securities that may, in the opinion of the underwriter, be obligated sold will be imposed pro rata among all shareholders who are entitled to include shares 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 according to the number of Registrable Securities sought shares of LTC Common Stock each such shareholder requested 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 registration statement, or are not entitled (B) that marketing considerations require a limitation on the number of shares offered by the management of the Purchaser pursuant to any registration statement, then such limitation on any shares that may, in the opinion of the underwriter, be sold by the management of the Purchaser will be imposed 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 among all management shareholders who are entitled to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities shares in such Registration Statement by reason registration statement according to the number of demand registration rights. No right shares of LTC Common Stock each such management shareholder requested 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 shallregistration statement. (b) Each Seller agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Purchaser, unless otherwise or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180-day period (or such shorter period as shall be agreed to by the Company, offer and sell such Registrable Securities in an underwritten offering using executive officers of the same underwriter or underwriters and, subject to the provisions of this Agreement, Purchasers) beginning on the same terms and conditions effective date of any underwritten registration in which LTC Shares are included pursuant hereto (except as other shares part of Common Stock included in such underwritten offering. registration) unless the underwriters managing the registered public offering and the Purchaser otherwise agree. (c) Notwithstanding anything to the contrary set forth hereinin this Agreement, the registration rights Purchaser shall be entitled to delay or withdraw any such filing and the Sellers' use of the Investors pursuant to this Section 2(d) shall only be available in related prospectus for any reason, including if the event Purchaser determines that such filing would impede, delay, or interfere with any significant financing, acquisition, or other transaction involving the Company fails to timely filePurchaser or any Affiliate, obtain effectiveness or maintain effectiveness require disclosure of any Registration Statement to be filed pursuant to Section 2(a) in accordance with material information which the terms of this AgreementPurchaser has a bona fide business purpose for preserving as confidential.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the SEC a Registration Statement relating to an underwritten offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than a Registration Statement on Form S-4 or Form S-8 (or their then equivalents at such time) 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 stock option or other BONA FIDE, employee benefit plans), the Company shall promptly send to each Investor who is entitled written notice of the Company's intention to registration file a Registration Statement and of such Investor's rights under this Section 2(d) written notice of such determination 2.b and, if within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registeredregistered for resale, 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 subject 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 to inclusion of such securities priorities set forth 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 rightsthis Section 2.b below. No right to registration of Registrable Securities under this Section 2(d) 2.b shall be construed to limit any registration required under Section 2(a) hereof2.a. If an offering The obligations of the Company under this Section 2.b may be waived by Investors holding a majority of the Registrable Securities. To the extent that such Registration Statement has been filed 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 to by the Company, offer and sell such Registrable Securities in an such 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 If the managing underwriter(s) advise the Company, in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account; (2) second, up to the contrary set forth hereinfull number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights; and (3) third, the registration rights securities requested to be registered by the Investors and other holders of securities entitled to participate in the registration, as of the date hereof, drawn from them pro rata based on the number each has requested to be included in such Registration Statement; provided, however, that the Investors agree, at all times prior to November 3, 2003, to subordinate their rights to include their shares pursuant to this Section 2(d) shall only be available 2.b to the right of Cisco to include a minimum of 30% of the shares they are entitled to include and so request to include in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this AgreementStatement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor the Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock 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 such Investor the Buyer 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor the Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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, 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 Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor Holder who is entitled to registration rights under this Section 2(d8.2(b) written notice of such determination and, if within fifteen five (155) business days after the effective date of such notice, such Investor Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 Holder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Holders seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsHolders; PROVIDEDprovided, HOWEVERhowever, 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; Securities in accordance with agreements predating the date hereof, and PROVIDEDprovided, FURTHER, HOWEVER, further that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand mandatory registration rights. No right to registration of Registrable Securities under this Section 2(d8.2(b) shall be construed to limit any registration required under Section 2(a8.2(a) hereof. If an offering in connection with which an Investor a Holder is entitled to registration under this Section 2(d8.2(b) is an underwritten offering, then each Investor 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 AgreementSection 8, 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject (a) If the Company decides to register any of its Common Stock or securities convertible into or exchangeable for Common Stock under the last sentence Securities Act on a form which is suitable for an offering for cash of this Section 2(d), if at any time prior to the expiration shares of the Registration Period (as hereinafter defined) the Company shall determine held by third parties and which is not a registration solely to file with the SEC implement an employee benefit plan, a Registration Statement relating on Form S-4 (or successor form) or a transaction to an offering which Rule 145 or any other similar rule of the Commission is applicable, the Company will promptly give written notice to the Investor of its intention to effect such a registration. Subject to Section 3(b) below, the Company will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Investor requests be included in such registration by a written notice delivered to the Company within 15 days after the notice given by the Company. The Investor agrees that any securities it requests to be included in a Company registration pursuant to this Section 3 will be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale for its own account or account. (b) If the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans)registration involves an Underwritten Offering, the Company shall send will not be required to each Investor who is entitled to registration rights under this Section 2(d) written notice register Registrable Securities in excess of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request amount that the principal underwriter reasonably and in writing, the Company shall include good faith recommends may be included in such Registration Statement all or any part of offering (a “Cutback”), which recommendation, and supporting reasoning, shall be delivered to the Registrable Securities Investor. If such Investor requests to be registereda Cutback occurs, 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 that are entitled to be included in the Registration Statement becauseregistration and underwriting shall be allocated in the following manner: (i) first, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated for any securities it proposes to include sell for its own account, (ii) second, to the Investor, and (iii) third, to the other holders requesting inclusion 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 registration, pro rata among the Investors seeking to include Registrable Securities in proportion to respective holders thereof on the basis of the number of Registrable Securities shares for which each such requesting holder has requested registration. (c) If the Company elects to terminate any registration filed under this Section 3, the Company will have no obligation to register the securities sought to be included by the Investor in such Investors; PROVIDED, HOWEVER, that registration. If 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 includes in such registration any securities to be offered by it, all Registration Statement or are not entitled to pro rata inclusion with Expenses of the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall Investor will 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 borne 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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; PROVIDEDprovided, 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. 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine to file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or F-4, Form S-8 or another form not available for registering the Registrable Securities to the public or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business business, or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) calendar days after the effective date delivery of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities such Investor requests requested to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock 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 distributiondistribution of the aggregate number of securities (including the Registrable Securities) to be issued pursuant to such Registration Statement, then the Company shall only be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor the Buyer 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 exclude any include in such registration (i) first, the number of Ordinary Shares presented by ADSs that the Company proposes to sell; (ii) second, the number of shares of Registrable Securities unless requested to be included therein by the Company has first excluded Buyers, allocated pro rata among all outstanding securitiesBuyers on the basis of the number of Registrable Securities owned by each such Buyer or in such manner as they may otherwise agree; and (iii) third, the number Ordinary Shares represented by ADSs requested to be included therein by holders of which are not entitled to inclusion of the Ordinary Shares (other than the Buyers), allocated among such securities holders in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesmanner as they may agree; 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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, on the same terms and conditions as other shares of Common Stock Ordinary Shares (including ADSs) included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors a Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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 stock option or other BONA FIDE, 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 send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities such that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement 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 Registration Statement underwritten offering only such limited portion of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder as the underwriter underwriter(s) 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; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, 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 such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(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(d) is an underwritten offering, then each Investor whose Investor’s Registrable Securities are included in an underwritten offering pursuant to this Section 2(b), then such Registration Statement Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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 2(d2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) or Section 3(b) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDEbona fide, employee benefit plans), the Company shall send to each Investor Subscriber who is entitled to registration rights under this Section 2(d) 8.1, written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor Subscribers shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities Shares such Investor Subscriber 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 Shares with respect to which such Investor Subscriber has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities Shares shall be made pro rata among the Investors Subscribers seeking to include Registrable Securities Shares in proportion to the number of Registrable Shares Securities sought to be included by such InvestorsSubscriber; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities Shares 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 SecuritiesShares; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities Shares 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 a Subscriber is entitled to registration under this Section 2(d) 8.1 is an underwritten offering, then each Investor Subscriber whose Registrable Securities Shares are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities Shares in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, and on the same terms and conditions as other shares of Common Stock 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or Form S-8 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date receipt of such notice, such the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Investor’s Registrable Securities such Investor it requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock 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 such the 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; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all other outstanding securities, the holders of securities held by other selling stockholders 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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(d2(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(d2(b) is an underwritten offering, then each such 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement under the Securities Act relating to either (i) an underwritten public offering or (ii) any offering if a Registration Statement covering all Registrable Securities is not then effective, in the case of both (i) and (ii) 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 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 stock option or other BONA FIDE, employee benefit plans)) and the Company is not prohibited from including such Registrable Securities on such Registration Statement and the Registration Statement has not become effective, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 rightsrights 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 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or Form S-8 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities such Investor the requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock 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 may reduce the amount offered for by other holders to a number deemed satisfactory by such managing underwriter(s) and, pursuant to 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 the Buyer has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities ; PROVIDED, HOWEVER, that, the shares to be excluded shall be made pro rata among determined in the Investors seeking to include Registrable Securities in proportion to following sequence: (A) first, securities held by any Persons not having registration rights, (B) second, 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 thereof requesting such registration pursuant to inclusion of this Section 2(b), (C) third, securities held by any Persons having contractual, incidental “piggyback” registration rights to include such securities in the registration statement pursuant to that certain Registration Rights Agreement dated June 16, 2008 between the Company and the parties designated therein, and (D) fourth, securities held by any Persons having contractual, incidental “piggyback” registration rights to include such Registration Statement or are not entitled securities in the registration statement pursuant to pro rata inclusion with that certain Third Amended and Restated Investor Rights Agreement dated February 3, 2006 between the Registrable SecuritiesCompany and the parties designated therein.; 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 no right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth hereinin this Section 2(b), the registration rights of the Investors Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) calendar days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 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 as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch 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. If an offering in connection with which an Investor is entitled to registration The obligations of the Company under this Section 2(d) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such 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 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 accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d2(C), if at any time prior to the expiration of the Registration Period (as hereinafter defined) Period, the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each the Investor who is entitled to registration rights under this Section 2(d2(C) written notice of such determination and, if within fifteen ten (1510) days after the effective date of such written notice, such the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 the good faith judgment of 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 number of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder as the underwriter shall permitadvise. Any exclusion of Registrable Securities shall be made pro rata among the Investors Investor and any other holders of Registrable Securities seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by the Investor and such Investorsother holders of Registrable Securities; PROVIDEDprovided, HOWEVERhowever, 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 demand registration rights in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, that 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(d2(C) shall be construed to limit any registration required under Section 2(a2(A) hereof. If an offering in connection with which an the Investor is entitled to registration under this Section 2(d2(C) is an underwritten offering, then each 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors Investor pursuant to this Section 2(d2(C) shall only be available in the event and at such times as the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a2(A) in accordance with the terms of this Agreement; provided, however, that if the Company files a Registration Statement pursuant to this Section 2(C), the Company shall take the steps necessary to obtain the effectiveness of or shall take no steps to cause the lapse in effectiveness of, as the case may be, of any such Registration Statement even if a Registration Statement filed pursuant to Section 2(A) or this Section 2(C) becomes effective; provided, further, however, that nothing contained in the preceding two provisos shall (i) be construed as requiring the Company to register or maintain the registration of any of the Registrable Securities pursuant to more than one Registration Statement; or (ii) diminish the Company's obligation to register all of the Registrable Securities.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement undertake any marketing efforts relating to an the public offering of Common Stock for its own account or for the account of others under the 1933 Act of any other holder of its equity securities Common Stock (other than securities being registered on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business business, an exchange offer, or equity securities issuable in connection with stock option option, employee stock purchase or other BONA FIDE, employee benefit plans or director plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen ten (1510) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement marketing efforts all or any part of the such Buyer’s Registrable Securities such Investor the Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement 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 Registration Statement offering only such limited portion of the Registrable Securities with respect to which such Investor the Buyer 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 exclude any Registrable Securities unless the Company has first excluded all outstanding securitiessecurities to be sold for the account of any holder other than the Company of its Common Stock, 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffering (including, without limitation, execution of an agreement with the managing underwriter or placement agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable 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 Investors Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor Investor, who is entitled to registration rights under this Section 2(d2(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date of Company gave such notice, the Company shall have received from such Investor shall so a request therefor in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering as to Debentures not yet converted, the Company need not include Registrable Securities subject thereto in such underwritten offering unless and to the extent the Holder thereof commits to convert the same prior to or in connection with the sale pursuant to such Registration Statement and (ii) if such underwritten offering is for the account of the Company and/or holders of securities which are entitled by right to inclusion of securities in such Registration Statement, 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 effect an orderly public distributiondistribution or is likely to materially and adversely affect the price that the Company or holders of such demand registration rights could obtain in such offering, then the Company shall be obligated to include in such Registration Statement only such limited portion portion, if any, of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as that the underwriter shall permitunderwriter(s) advise is not likely to have either such effect. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 to the extent such pro rata allotment is provided for under the Company's currently existing agreements with such holders of the Company's securities entitled (if not provided for, then allotment of shares by the Investors and such other Investors shall be determined by the Company in good faith so as not to inclusion breach such registration rights agreements). For the purpose of their securities the pro rata allotment referred to in the foregoing sentence, the number of shares of Common Stock to be included for each holder of Debentures shall be determined by assuming the conversion thereof at a conversion price based on the average of the closing bid prices of the Common Stock during the five trading day period ending on the second day prior to the filing date of such Registration Statement by reason of demand registration rightsstatement. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Section 2(a) or 2(c) hereof. If an offering in connection with which an Investor is entitled to registration The obligations of the Company under this Section 2(d2(b) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in and shall expire after the earlier of (i) such Registration Statement shalltime as the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(a) for two registrations; provided, unless otherwise agreed by the Companyhowever, offer and sell such that any Investor who shall have had any 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 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of excluded from any Registration Statement to be filed pursuant to Section 2(a) in accordance with this Section 2(b) shall be entitled to include in an additional Registration Statement filed by the terms Company the Registrable Securities so excluded or (ii) when all of this Agreementthe Registrable Securities cease to be Registrable Securities.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of 1933, as amended (the “Securities Act”) of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) the Service Provider written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, such Investor the Service Provider shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Advisory Shares or shares of Common Stock issuable upon exercise of the Advisory Warrant (collectively, the “Registrable Securities such Investor Securities”) that the Service Provider 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 registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary for marketing purposes or to facilitate effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Investor Purchaser has requested inclusion hereunder as the underwriter shall permithereunder. 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 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 registration statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities is prohibited 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 written agreement entered into by the Company, offer and sell Company with the holder of such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject other securities prior to the provisions date of this Agreement, on the same terms and conditions as in which case such other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth hereinsecurities shall be excluded, the registration rights of the Investors pursuant to this Section 2(d) shall only be available in the event the Company fails to timely fileif at all, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of such agreement. Notwithstanding anything in this AgreementAgreement to the contrary, the registration rights contemplated by this Section 7 shall expire automatically at such time as the Registrable Securities become eligible for resale under applicable federal and state securities laws without restriction.

Piggy-Back Registrations. Subject to the last sentence of this ------------------------ Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDEbona fide, employee benefit plans), the Company shall send to ---- ---- each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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; PROVIDEDprovided, HOWEVERhowever, -------- ------- 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Effectiveness Period (as hereinafter defined) the Company shall determine to file with the SEC Commission a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective delivery date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Buyer requests to be registeredregistered except that, except that ifif (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible, or (ii) 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 exclude any Registrable Securities unless the Company has first excluded all other 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor the Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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, 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 Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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; PROVIDEDprovided, 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. 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.underwritten

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to during the expiration Effectiveness Period there is not an effective Registration Statement covering all of the Registration Period (as hereinafter defined) the Company Registrable Securities and Mandalay shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 stock option or other BONA FIDE, employee benefit plans), the Company then Mandalay shall send to each Investor who is entitled to registration rights under this Section 2(d) the Purchaser written notice of such determination andand if, if within fifteen (15) days after the effective date receipt of such notice, such Investor the Purchaser shall so request in writing, the Company Mandalay shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor the Purchaser requests to be registered. THIS SUBORDINATED SECURED DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, except that ifAS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH DEBENTURE UNDER THE ACT, UNLESS THE MAKER HEREOF HAS RECEIVED A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, TO THE EFFECT THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION UNDER THE ACT. $8,000,000.00 [ , 20 ] FOR VALUE RECEIVED, APPIA, INC., a Delaware corporation (“Appia”), through its duly authorized officer undersigned hereto, HEREBY UNCONDITIONALLY PROMISES TO PAY TO THE ORDER OF NORTH ATLANTIC SBIC IV, L.P., a Delaware limited partnership (the “Purchaser”), at the office of the Purchaser located at c/o North Atlantic Capital Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇(▇▇ such other place as the proper holder hereof may specify in writing), in connection with any underwritten public offering for the account lawful money of the Company United States of America and in immediately available funds, the managing underwriter(s) thereof shall impose a limitation principal amount of EIGHT MILLION and 00/100 DOLLARS ($8,000,000). Appia agrees to pay the principal amount of this Debenture in the amounts and on the number dates specified in Section 2 of shares that certain Securities Purchase Agreement, dated of Common Stock which even date herewith (as the same may be included amended, modified, supplemented, extended or restated from time to time, the “Purchase Agreement”), by and among Appia, the Purchaser, and Mandalay Digital Group, Inc. Appia further agrees to pay interest on the unpaid principal balance of this Debenture from time to time outstanding from the Closing Date until paid, at the rates and at the times provided in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation Purchase Agreement. This Subordinated Secured Debenture (“Debenture”) is necessary issued pursuant and subject to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion terms and conditions of the Registrable Securities Purchase Agreement, and the holder hereof is entitled to, and shall have, all of the benefits of the Purchase Agreement, and all other agreements, instruments, guarantees and other documents executed and delivered in connection therewith and herewith subject to compliance with the transfer provisions hereof and thereof. All capitalized terms used though not defined herein but defined in the Purchase Agreement shall have the meanings given to such terms in the Purchase Agreement. This Debenture is secured as provided in the Security Documents. Reference is hereby made to the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security, the terms and conditions upon which the security interests were granted, and the rights of the holder of this Debenture in respect thereof. This Debenture is subordinated in right of payment to certain indebtedness of Appia to Silicon Valley Bank (“Bank”) as provided in the Subordination Amendment. The security interest created by the Security Documents to secure this Debenture is subordinate and junior to the security interest held by Bank as provided in the Subordination Amendment. Reference is hereby made to the Subordination Amendment for a description of the terms and conditions of the relative rights of Bank and the holder of this Debenture with respect thereto. Upon the occurrence and during the continuance of any one or more of the Events of Default, all amounts then remaining unpaid on this Debenture shall become, or may be declared to be, immediately due and payable, all as provided in the Purchase Agreement. All parties now and hereafter liable with respect to which such Investor has requested inclusion hereunder as this Debenture, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Subject to Section 11.9 of the underwriter shall permit. Any exclusion of Registrable Securities Purchase Agreement, this Debenture shall be made pro rata among the Investors seeking to include Registrable Securities in proportion binding upon Appia and its successors and assigns, and shall inure to the number benefit of Registrable Securities sought to the Purchaser and its successors, assigns, endorsees and transferees. This Debenture and the other Financing Documents shall be included by such Investors; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securitiesconstrued in accordance with and governed by, the holders laws of which are not entitled to inclusion the State of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDDelaware, FURTHER, HOWEVER, that, after without giving effect to the immediately preceding provisoconflict of laws principles thereof. Appia and the Purchaser each agree that any suit, action or proceeding against the other arising out of or based upon this Agreement may be instituted in or removed to a United States Federal or Delaware state court, and any appellate court from any thereof, and Appia and the Purchaser each irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Appia and the Purchaser each irrevocably waive, to the fullest extent permitted by law, any exclusion of Registrable Securities shall objection to any suit, action or proceeding that may 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 brought 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 Debenture in such Registration Statement shallcourts whether on the grounds of venue, unless otherwise agreed by residence or domicile or on the Companyground that any such suit, offer and sell such Registrable Securities action or proceeding has been brought in an underwritten offering using inconvenient forum. Appia and the same underwriter Purchaser each agree that final judgment in any such suit, action or underwriters and, subject proceeding brought in such court shall be conclusive and binding upon Appia and the Purchaser and may be enforced in any court to the provisions jurisdiction of this Agreementwhich they are subject, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringby a suit upon judgment. Notwithstanding anything to the contrary set forth hereinFOR THE PURPOSES OF SECTIONS 1272, the registration rights of the Investors pursuant to this Section 2(d) shall only be available in the event the Company fails to timely file1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this AgreementAS AMENDED, THIS NOTE MAY BE ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT THE ISSUER AT [—], ATTENTION: [—], AND THE ISSUER WILL PROVIDE YOU WITH THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE.

Piggy-Back Registrations. Subject to the last sentence of this ------------------------ Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans (including employee stock purchase plans)), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 distributiondistribution (including pricing acceptable to the Company), 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 InvestorsInvestors in the aggregate; PROVIDEDprovided, HOWEVER-------- however, that the Company shall not exclude any Registrable Securities unless ------- the Company has first excluded all outstanding securitiessecurities (other than those offered by the Company), 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 PROVIDEDprovided, FURTHERfurther, HOWEVER-------- ------- 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(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 offeringoffering (including customary indemnification provisions). Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 2(d) shall only be available to the Investors in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration when there is not an effective Registration Statement covering shares of Common Stock issuable upon conversion of the Registration Period (as hereinafter defined) Note, the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 its 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will use its reasonable best efforts to cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder, to the extent necessary to permit the disposition of the Registrable Securities so to be registered, 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 notice, such Investor shall so request in writingregistration, the Company shall 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 such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration pursuant to this Section 7(c) (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(c) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered; provided, except that ifhowever, 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 becausethat, in such underwriter(s)' judgmentsubject to Section 2 hereof, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall not be obligated required to include in such Registration Statement only such limited portion register any Registrable Securities pursuant to this Section 7(c) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter should reasonably object to the inclusion of the Registrable Securities with respect to which in such Investor has requested registration statement, and reasonably determine that the inclusion hereunder as the underwriter shall permit. Any exclusion of such Registrable Securities shall be made pro rata among would materially adversely affect the Investors seeking to include offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities in proportion to of the Holders, then (x) the number of Registrable Securities sought of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included by such Investors; PROVIDEDin the registration) if the underwriter(s) recommends the inclusion of fewer Registrable Securities, HOWEVER, that or (y) none of the Company shall not exclude any Registrable Securities unless of the Company has first excluded all outstanding securities, Holders shall be included in such registration statement if the holders of which are not entitled to underwriter(s) recommends the inclusion of none of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERhowever, HOWEVERthat if securities are being offered for the account of other persons or entities as well as the Company, that, after giving effect to such reduction shall not represent a greater fraction of the immediately preceding proviso, any exclusion number of Registrable Securities shall intended to be made pro rata with holders offered by the Holders than the fraction of similar reductions imposed on such other securities having the right to include such securities in the Registration Statement persons or entities (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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement).

Piggy-Back Registrations. Subject to the last sentence of this Section ------------------------ 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDEbona fide, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHER-------- further, HOWEVERhowever, 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 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 as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities 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, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d2(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 The obligations of the Company under this Section 2(d2(c) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(c) for two registrations; PROVIDED, HOWEVER, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement shall, unless otherwise agreed in accordance with this Section 2(c) shall be entitled to include in an additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 2(c).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), then the Company shall send to each Investor Purchaser who is entitled has a right to registration rights under this Section 2(dhave Registrable Securities covered by a Registration Statement (and which are not so covered by a Registration Statement) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor 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 Investor Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Purchasers seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsPurchasers; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 rightsStatement. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Section 2(a) 2.1 or 3.2 hereof. If an offering in connection with which an Investor a Purchaser 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.to

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d)Except as provided herein if, if at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder of Registrable Securities written notice of such determination and, if within fifteen (15) days after the effective date receipt of such notice, any such Investor Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will use reasonable 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, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; 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 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 such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor 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 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 exclude be required to register 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 2(d7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the Underwriter's representative should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities then proposed to be sold by the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration) or (y) none of the Registrable Securities of the Holders 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 shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company). Notwithstanding the foregoing, without the prior written consent of Holders of a majority of the Registrable Securities, the Company fails shall not file any registration statement under the Securities Act (other than on Form S-4 or Form S-8) relating to timely filethe offer and sale of any equity securities of the Company, obtain effectiveness or maintain offer or sell any equity securities of the Company in a transaction exempt from registration pursuant to Regulation S under the Securities Act until the earlier of (i) such time as the Initial Registration Statement has been effective for a period of sixty (60) Trading Days, which period shall be tolled if and during the period the effectiveness of the Initial Registration Statement is suspended for any reason whatsoever or (ii) all of the Registrable Securities covered therein shall have been sold; provided, further, that in the case of warrants or other securities which the Company has issued with piggy-back registration rights, as set forth on Schedule 2.1(r) to the Securities Purchase Agreement, the Company shall be allowed to file a separate registration statement during the same time period as the Initial Registration Statement and/or any Registration Statement to be being filed pursuant to Section 2(a) in accordance with the terms of this Agreementsentence.

Piggy-Back Registrations. (a) Subject to the last sentence of this Section 2(d4(a), if at any time prior to the expiration of the Mandatory Registration Period (as hereinafter defined) Termination Date the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) the Investors written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Investors shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests the Investors request to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof (which shall be chosen exclusively by the Company) shall impose a limitation on the number of shares of Common Stock 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 such Investor has the Investors have 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; PROVIDEDprovided, HOWEVERhowever, 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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(d) 4 shall be construed to limit any registration required under Section 2(a) 3 hereof. If an offering in connection with which an Investor the Buyer is entitled to registration under this Section 2(d) 4 is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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 selected by the Company and, subject to the provisions of this Agreement, on the same terms and conditions conditions, including, without limitation, the same underwriting terms and conditions, as other shares of Common Stock included in such underwritten offeringoffering by the Company for its own account. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.this

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to during the expiration Effectiveness Period there is not an effective Registration Statement covering all of the Registration Period (as hereinafter defined) Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 stock option or other BONA FIDE, employee benefit plans), then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder written notice of such determination and, if within fifteen (15) five days after the effective date receipt of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor holder requests to be registered, except that if, . In the case of the registration of shares of Common Stock by the Company in connection with any an underwritten public offering for at any time during the account Effectiveness Period when there is not an effective Registration Statement, (a) the Company shall not be required to include any Registrable Securities in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the managing underwriter(s) thereof shall impose selected by it, and (b) if the underwriter(s) determines that marketing factors require a limitation on the number of shares of Common Stock which may Registrable Securities to be included in the Registration Statement becauseoffered, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall not be obligated required to register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such Registration Statement only offering in excess of any amount to be registered for the Company, and in the event of any 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 limitation, the number of Registrable Securities sought to be included by such Investors; PROVIDED, HOWEVER, that the Company shall not exclude of any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to Holder requesting inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with registration shall be based upon the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion relative holdings of Registrable Securities of all Holders requesting such registration (and if any Holder would thus be entitled to include more Registrable Securities than such Holder requested to be registered, the excess shall be made allocated among other requesting Holders 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 based upon their securities in such Registration Statement by reason of demand registration rights. No right to registration relative holdings 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 2(d) 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 Section 2(a) in accordance with the terms of this AgreementSecurities).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering of its Common Stock for its own account or the account of others under the 1933 Act of any other holder of its equity securities (other than debt securities, securities to be issued in an exchange offer, or securities being registered on Form S-4 or Form S-8 or their then equivalents any applicable successor form 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 any stock option or other BONA FIDE, employee benefit plans), then, subject to Section 2(d), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination andshall, if within not less than fifteen (15) days prior to the intended public filing date of such Registration Statement, send to each Investor written notice of such determination; and if, within seven (7) days after the effective date of such notice, such any Investor shall so request in writing, the Company shall use its commercially reasonable efforts to include in such Registration Statement all or any part of the such Investor’s Registrable Securities such that the Investor requests to be registered; provided, except that ifhowever, that, in connection the case of a Registration Statement filed with any respect to a proposed underwritten public offering for the account of the Company Company’s Common Stock, if the managing underwriter(s) thereof shall impose a limitation on advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Investors, the Company, or any other Person exercising contractual demand registration rights exceeds the largest number of shares of Common Stock which may that can be included sold in an orderly manner pursuant to such underwritten offering within a price range acceptable to the Registration Statement becauseCompany or such other Person, in such underwriter(sas applicable (the “Maximum Offering Size”)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated use its commercially reasonable efforts to include in such Registration Statement only such limited portion of underwritten offering: (i) first, all equity securities that the Registrable Securities with respect Company proposes to which such Investor has requested inclusion hereunder as register or sell for its own account (if applicable); (ii) second, to 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 extent that the number of Registrable Securities sought equity securities to be included pursuant to clause (i) above is less than the Maximum Offering Size, all equity securities requested to be included by such Investors; PROVIDEDPersons exercising contractual demand registration rights with respect thereto; (iii) third, HOWEVER, to the extent that the Company shall not exclude any number of equity securities to be included pursuant to clauses (i) and (ii) above is less than the Maximum Offering Size, all Registrable Securities unless requested to be included by the Company has first excluded Investors and all outstanding securities, the holders of which are not other equity securities requested to be included by Persons entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to an underwritten offering on a pro rata inclusion basis with the Registrable Securities; and PROVIDEDand (iv) thereafter, FURTHERto the extent that the number of equity securities to be included pursuant to clauses (i) through (iii) above is less than the Maximum Offering Size, HOWEVERany other equity securities of the Company as the Company shall in its discretion elect to include; provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities pursuant to clause (iii) thereof shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering 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 Investor’s Registrable Securities are included in such a Registration Statement shallrelating to an underwritten offering pursuant to this Section 2(b), unless otherwise agreed by the Company, then such Investor shall offer and sell such Registrable Securities in an such 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 2(d2(b) 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 Section 2(a) or Section 3(b) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(a) hereof written notice of such determination andand if, if within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 limitation may be the exclusion of all shares of Common Stock proposed to be included for all selling stockholders) 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 effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion portion, if any, of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities 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, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, 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 rightsStatement. 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 The obligations of the Company under Section 2(a) hereof may be waived by Investors holding a majority in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then each Investor whose interest of the Registrable Securities are included in such and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under Section 2(a) hereof for two registrations; PROVIDED, HOWEVER, that any Investor who shall have had any Registrable Securities excluded from any 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 accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this AgreementRegistrable Securities so excluded.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering register for its own account or the account of others under the 1933 Securities Act (including pursuant to an Initial Public Offering or a demand for registration of any stockholder of the Company any of its equity securities (securities, other than on Form S-4 S-8 or Form S-8 S-4 or their then equivalents relating to equity securities Common Stock to be issued solely in connection with any acquisition of any entity or business or equity securities Common Stock issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company it shall send to each Investor holder of Registrable Shares, including each holder who is entitled has the right to registration rights under this Section 2(d) acquire Registrable Shares, written notice of such determination specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering of its Common Stock and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting) and, if within fifteen (15) days after the effective date receipt of such notice, such Investor holder shall so request in writing, the Company shall use its best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities Shares such Investor holder requests to be registered, except that if, in connection with any underwritten public offering for involving an underwriting of Common Stock to be issued by the account of the Company Company, the managing underwriter(s) thereof shall underwriter may impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' its judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distribution, then the Company shall be obligated promptly advise each such holder of Registrable Shares of such advice and may require by written notice that, to include the extent necessary to meet such limitation, all holders of Registrable Shares proposing to sell Common Stock in such Registration Statement only such limited portion public offering (after elimination of all shares to be included therein held by any officer or director of the Registrable Securities with respect Company, in the case of a registration initiated pursuant to which such Investor has requested inclusion hereunder as the underwriter Section 2.2), shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities share PRO RATA in proportion to the number of Registrable Securities sought Shares to be included by excluded from such Investors; PROVIDEDoffering, HOWEVER, that such sharing to be based on 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 respective numbers of Registrable Securities shall be made pro rata with holders of other securities having the right Shares as 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 which registration rightshas been requested. No incidental right to registration of Registrable Securities under this KANBAY INTERNATIONAL, INC. - 2 - SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Section 2(d) 2.1 shall be construed to limit any registration required under Section 2(a2.2. The Company shall be required to effect no more than five (5) 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 registrations pursuant to this Section 2(d) 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 Section 2(a) in accordance with the terms of this Agreement2.1.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to after the expiration of ------------------------ the Registration Period (as hereinafter defined) the Company restrictions contained in Section 16 USFLORAL shall determine to file with the SEC a Registration Statement relating to an offering register shares of USFLORAL Stock 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 S-8 or Form S-8 S-4 or their then equivalents relating to equity securities shares of USFLORAL Stock to be issued solely in connection with any acquisition of any entity or business or equity securities shares of USFLORAL Stock issuable in connection with stock option or other BONA FIDE, employee benefit plans, and other than any "shelf" registration statement relating to securities to be issued by USFLORAL), the Company then it shall send to each Investor who is entitled holder of shares of USFLORAL Stock issued in the Merger ("Registrable Shares") (all such security holders being referred to registration rights under this Section 2(das "Holders") written notice of such determination anddetermination. If, if within fifteen (15) 15 days after the effective date receipt of such notice, such Investor Holder shall so request in writing, the Company then USFLORAL shall use its best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities Shares such Investor Holder's requests to be registered, except that if, in connection with any underwritten public offering for the account involving an underwriting of the Company USFLORAL Stock to be issued by USFLORAL, the managing underwriter(s) thereof underwriter shall impose a limitation on the number of shares of Common such USFLORAL Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' its judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distribution, then the Company USFLORAL shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities Shares with respect to which such Investor Holder has requested inclusion hereunder hereunder; provided, however, that -------- ------- USFLORAL shall not so exclude any Registrable Shares unless it has first excluded all securities to be offered and sold by directors, officers or other employees of USFLORAL or by shareholders who do not have contractual, incidental rights to include such securities. Except as provided in the underwriter shall permit. Any previous sentence of this Section 11.5, any exclusion of Registrable Securities Shares shall be made pro rata --- ---- among the Investors Holders of Registrable Shares seeking to include Registrable Securities such shares, in proportion to the number of Registrable Securities such shares 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 Holders. The obligations 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 USFLORAL under this Section 2(d) shall 11.5 may be construed to limit waived at 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 time upon the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions written consent of this Agreement, on the same terms and conditions as other shares Holders of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights a majority-in-interest of the Investors pursuant Registrable Shares and shall expire as to this Section 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness each Holder immediately upon all of any Registration Statement to be filed pursuant to Section 2(a) such Holder's Registrable Shares being capable of sale within a three-month period in accordance with the terms volume and manner-of-sale limitations of this AgreementRule 144 under the 1933 Act.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d2(C), if at any time prior to the expiration of the Registration Period (as hereinafter defined) Period, the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each the Investor who is entitled to registration rights under this Section 2(d2(C) written notice of such determination and, if within fifteen ten (1510) days after the effective date of such written notice, such the Investor (Page 100 of 133) shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 the good faith judgment of 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 number of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder as the underwriter shall permitadvise. Any exclusion of Registrable Securities shall be made pro rata among the Investors Investor and any other holders of Registrable Securities seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by the Investor and such Investorsother holders of Registrable Securities; PROVIDEDprovided, HOWEVERhowever, 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 demand registration rights in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, that 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(d2(C) shall be construed to limit any registration required under Section 2(a2(A) hereof. If an offering in connection with which an the Investor is entitled to registration under this Section 2(d2(C) is an underwritten offering, then each 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors Investor pursuant to this Section 2(d2(C) shall only be available in the event and at such times as the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a2(A) in accordance with the terms of this Agreement; provided, however, that if the Company files a Registration Statement pursuant to this Section 2(C), the Company shall take the steps necessary to obtain the effectiveness of or shall take no steps to cause the lapse in effectiveness of, as the case may be, of any such Registration Statement even if a Registration Statement filed pursuant to Section 2(A) or this Section 2(C) becomes effective; provided, further, however, that nothing contained in the preceding two provisos shall (i) be construed as requiring the Company to register or maintain the registration of any of the Registrable Securities pursuant to more than one Registration Statement; or (ii) diminish the Company's obligation to register all of the Registrable Securities.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send (i) to each Investor who is entitled to registration rights under this Section 2(d) any Buyer holding 100,000 shares or more of Registrable Securities and the Deerfield Entities written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer and the Deerfield Entities if the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor a Buyer and the Deerfield Entities requests to be registered, except that (i) in the case of a Buyer holding less than 100,000 shares of Registrable Securities, written notice of a proposed filing of a Registration Statement shall be provided not less than seven (7) days prior to the filing of such Registration Statement and a request from the Buyer to include Registrable Securities in such Registration Statement shall be required to be received within four (4) days of the Buyer’s receipt of such notice and (ii) if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock 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 such Investor has the Buyer and the Deerfield Entities have 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is the Buyer and the Deerfield Entities are entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement the Buyer and the Deerfield Entities 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 Buyer and the Deerfield Entities pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled continues to registration rights under this Section 2(d) hold Registrable Securities written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, 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 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 registration statement only such limited portion portion, if any 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 Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, 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 registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, 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 registration statement other than holders of securities entitled to inclusion of their securities in such Registration Statement registration statement by reason of demand registration rightsrights (except to the extent any existing agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(d2(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(d2(c) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) holder of Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, any such Investor holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor holder requests to be registered, except that if, in connection with any underwritten public offering 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 registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which such Investor holder has requested inclusion hereunder as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors holders seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsholders; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesregistration 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 other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under Section 2(ahereunder. This SECTION 8(d) 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 shall apply only at such times when all of the Registrable Securities are included in such issued and outstanding cannot be sold pursuant to an effective Registration Statement shall, unless otherwise agreed by on Form S-3 and for a period not to exceed three years after 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 2(d) 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 Section 2(a) in accordance with the terms date of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plansplans and other than pursuant to agreements entered into prior to the date of this Agreement which prohibit the inclusion of the Investors on such Registration Statement), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any the Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than a registration statement on Form S-4 or Form S-8 (or their then equivalents at such time) 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 stock option or other BONA FIDE, employee benefit plans), plans or a registration statement on any registration form that does not permit secondary sales) the Company shall promptly send to each Investor who is entitled written notice of the Company's intention to file a registration statement and of such Investor's rights under this Section 2(d) written notice of such determination 2.b and, if within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such 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 subject 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 to inclusion of such securities priorities set forth 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 rightsthis Section 2.b below. No right to registration of Registrable Securities under this Section 2(d) 2.b shall be construed to limit any registration required under Section 2(a2.a. The obligations of the Company under this Section 2.b may be waived by Investors holding eighty percent (80%) hereofof the Registrable Securities. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) 2.b is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement registration statement shall, unless otherwise agreed to 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 If a registration rights of the Investors pursuant to this Section 2(d2.b is to be an underwritten public offering and the managing underwriter(s) shall only advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be available included in the event registration statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account; (2) second, obtain effectiveness or maintain effectiveness up to the full number of any Registration Statement securities proposed to be filed pursuant registered for the account of the holders of securities entitled to Section 2(ainclusion of their securities in the registration statement by reason of demand or mandatory registration rights; and (3) third, the securities requested to be registered by the Investors and other holders of securities entitled to participate in accordance with the terms registration, as of this Agreementthe date hereof, drawn from them pro rata based on the number each has requested to be included in such registration.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC Commission a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor the Buyer 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 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, 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 Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if (a) If at any time prior to or times after the expiration of the Registration Period (as hereinafter defined) date hereof the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others register under the 1933 Securities Act any shares of any of its equity securities Common Stock (other than in connection with a registration on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to be issued solely equivalent forms) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), then the Company shall promptly give written notice of such proposed registration to the Holders (but in no event less than thirty (30) days prior to the anticipated effective date of the registration statement). If within twenty (20) days after the receipt of such notice the Company receives a written request from any acquisition Holder for the inclusion in such registration of any entity some or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plansall of the Registrable Securities held by such Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall send use all commercially reasonable efforts to each Investor who is entitled to registration rights under this Section 2(d) written notice of cause such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 any similar securities of the Company or any other shares securityholder included therein and to permit the sale or other disposition of Common Stock such Registrable Securities in accordance with the intended method of distribution thereof. The Company may withdraw a registration under this Section 3 at any time prior to the time it becomes effective, provided that the Company shall give prompt notice of such withdrawal to the Holders which requested to be included in such underwritten offering. registration. (b) Notwithstanding anything the foregoing, if counsel to the contrary set forth herein, Company determines that the form of Registration Statement for any such registration by the Company does not permit the registration rights of Registrable Securities, such counsel shall deliver to the Holders an opinion stating (i) that such form does not permit the registration of Registrable Securities and (ii) that the use of a form permitting the registration of Registrable Securities would not be commercially feasible. Such opinion shall be delivered to the Holders no less than thirty (30) days prior to the anticipated effective date of the Investors Registration Statement and the Company shall not be obligated to register Registrable Securities of any Holder in such Registration Statement pursuant to this Section 2(d3. (c) In connection with any offering under this Section 3 involving an underwriting, the Company shall only not be available required to include a Holder's Registrable Securities in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with underwritten offering unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 3 has advised the Company in writing that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by Selling Stockholders is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering for the accounts of Selling Stockholders (including the Holders) to a number deemed satisfactory by the managing underwriter, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; and second, securities held by any Selling Stockholder (including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights and in the case of the Richmont Agreement, pursuant to the exercise of demand registration rights, as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders). (d) Each Holder hereby agrees that such Holder may not participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in the underwriting arrangements for such offering, and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the underwriting arrangements.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) and during a period in which the Registration Statement required to be filed pursuant to Section 2(a) is not effective, the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination filing and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 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 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 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company 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 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 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by right existing as of the date hereof 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 existing as of the date hereof to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement 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 reason the Company with the holder of demand registration rightssuch 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. If an offering The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in connection 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 which an Investor is this Section 2(d) shall be entitled to registration 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 on such Registration Statement referred to in this Section 2(d) unless the Registration Statement referred to in 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 which case the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject Company shall be obligated 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 comply with this Section 2(d) 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 Section 2(a) in accordance with the terms of this Agreement).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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 stock option or other BONA FIDE, 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 send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination anddetermination, and if within fifteen (15) days after the effective date of such notice, such notice the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities such that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, if in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering because, in such underwriter(s)' ’ reasonable 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 underwritten offering only such limited portion of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder as the underwriter underwriter(s) 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; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, 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 such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration 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 Investor’s Registrable Securities are included in an underwritten offering pursuant to this Section 2(b), then such Registration Statement Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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 2(d2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d)2.3, if at any time prior to the expiration of the Registration Period (as hereinafter defined) defined in Section 3.1 below), the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than (a) pursuant to that certain Registration Rights Agreement, dated the date hereof, by and among the Company and certain purchasers of Convertible Notes of the Company and (b) offerings on Form S-4 or Form S-8 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) 2.3 written notice of such determination and, if within fifteen (15) calendar days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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; PROVIDEDprovided, HOWEVERhowever, 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 Statement, other than the holders of securities entitled that are making the demand for registration with respect to inclusion of their securities in such Registration Statement by reason of demand which the piggy-back registration rightsrights are being exercised. No right to registration of Registrable Securities under this Section 2(d) 2.3 shall be construed to limit any registration required under Section 2(a) 2.1 hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) 2.3 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 2(d) 2.3 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 Section 2(a) 2.1 in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to during the expiration Effectiveness Period there is not an effective registration statement covering all of the Registration Period (as hereinafter defined) Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (Common Stock, other than on an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), then the Company shall send to each Investor who is entitled the Subscriber (together with any other holders of its Common Stock or Warrants possessing "piggyback registration rights" comparable to registration rights under this Section 2(dthose granted to the Subscriber hereunder ("Rightsholders")) written notice of such determination and, if within fifteen (15) days after the effective date receipt of such notice, such Investor the Subscriber shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Subscriber 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, provided that the Company shall not exclude be required to register 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 2(dthat are eligible for resale pursuant to Rule 144(k) shall only promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be available registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration; If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Securities of the Subscriber requested to be included in such registration statement, then the Company will include in the event registration: (i) first, any securities the Company fails proposes to timely filesell, obtain effectiveness or maintain effectiveness (ii) second, any securities of any Registration Statement person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be filed pursuant to Section 2(ataken PRO RATA from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. "Strategic Issuance" shall mean an issuance of securities: (i) in accordance connection with a "corporate partnering" transaction or a "strategic alliance" (as determined by the terms Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if (a) If at any time prior to or times after the expiration of the Registration Period (as hereinafter defined) date hereof the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others register under the 1933 Securities Act any shares of any of its equity securities Common Stock (other than in connection with a registration on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to be issued solely equivalent forms) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing security holders), then the Company shall promptly give written notice of such proposed registration to the Holders (but in no event less than thirty (30) days prior to the anticipated effective date of the registration statement). If within twenty (20) days after the receipt of such notice the Company receives a written request from any acquisition Holder for the inclusion in such, registration of any entity some or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plansall of the Registrable Securities held by such Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall send use all commercially reasonable efforts to each Investor who is entitled to registration rights under this Section 2(d) written notice of cause such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 any similar securities of the Company or any other shares securityholder included therein and to permit the sale or other disposition of Common Stock such Registrable Securities in accordance with the intended method of distribution thereof. The Company may withdraw a registration under this Section 3 at any time prior to the time it becomes effective, provided that the Company shall give prompt notice of such withdrawal to the Holders which requested to be included in such underwritten offering. registration. (b) Notwithstanding anything the foregoing, if counsel to the contrary set forth herein, Company determines that the form of Registration Statement for any such registration by the Company does not permit the registration rights of Registrable Securities, such counsel shall deliver to the Holders an opinion stating (i) that such form does not permit the registration of Registrable Securities and (ii) that the use of a form permitting the registration of Registrable Securities would not be commercially feasible. Such opinion shall be delivered to the Holders no less than thirty (30) days prior to the anticipated effective date of the Investors Registration Statement and the Company shall not be obligated to register Registrable Securities of any Holder in such Registration Statement pursuant to this Section 2(d3. (c) In connection with any offering under this Section 3 involving an underwriting, the Company shall only not be available required to include a Holder's Registrable Securities in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with underwritten offering unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 3 has advised the Company in writing that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by Selling Stockholders is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering for the accounts of Selling Stockholders (including the Holders) to a number deemed satisfactory by the managing underwriter, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; and second, securities held by any Selling Stockholder (including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights and in the case of the Monroe Agreement, pursuant to the exercise of demand registration rights, as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders). (d) Each Holder hereby agrees that such Holder may not participate in any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in the underwriting arrangements for such offering, and (ii) completes and executes all customary questionnaires,

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), ) the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 as hereunder; provided that no portion of the underwriter equity securities which the Company is offering for its own account shall permitbe 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 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 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(d2(c) shall be construed to limit any registration required under by Section 2(a) hereof. The obligations of the Company under this Section 2(c) may be waived by Investors holding a majority in interest of the Registrable Securities. If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to when there is not an effective Registration Statement covering Underlying Shares, the expiration of the Registration Period (as hereinafter defined) the Company Corporation shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 stock option or other BONA FIDE, employee benefit plans), the Company Corporation shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after the effective date receipt of such notice, any such Investor Holder shall so request in writing, (which request shall specify the Company Registrable Securities intended to be disposed of by the Purchasers), the Corporation will cause the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, 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 Corporation shall determine for any reason not to register or to delay registration of such securities, the Corporation may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Corporation shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor 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 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 Corporation shall not exclude be required to register 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 2(d7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Corporation after consultation with the managing underwriter(s) should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileCorporation after consultation with the managing underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Corporation after consultation with the managing 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 Corporation, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with offered by the terms Holders than the fraction of this Agreementsimilar reductions imposed on such other persons or entities (other than the Corporation).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business business, an exchange offer, or equity securities issuable in connection with stock option option, employee stock purchase or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities such Investor the Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities or ▇▇▇ 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 and ▇▇▇ Registrable Securities with respect to which such Investor the Buyer and ▇▇▇ Holders 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 exclude any Registrable Securities or ▇▇▇ Registrable Securities unless the Company has first excluded all outstanding securitiessecurities to be sold for the account of any holder other than the Company of its Common Stock, 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 or ▇▇▇ Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities and ▇▇▇ 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffering (including, without limitation, execution of an agreement with the managing underwriter or placement agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable 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 Investors Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of or combination with any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Investors' unregistered Registrable Securities which such Investor requests Investors request to be registeredregistered therein, 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 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within fifteen (15) calendar days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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(d2(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(d2(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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or Form S-8 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities such Investor the requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock 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 such Investor the Buyer 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 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(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement 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, 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 Buyer pursuant to this Section 2(d2(b) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor Investor, who is entitled to registration rights under this Section 2(d2(a) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, FURTHER, HOWEVERhowever, 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 rightsStatement. 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 The obligations of the Company under this Section 2(d) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such 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 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 accordance with this Section 2(d) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely filethe Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, obtain effectiveness or maintain effectiveness of any if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this AgreementAgreement shall have been ordered effective by the SEC and thereafter the Company shall have complied in all material respects with its obligations under this Agreement in respect of such Registration Statement, then the Company shall not be obligated to register any Registrable Securities on any Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d2(c), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDEbona fide, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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(d2(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(d2(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 2(d2(c) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company If Accesspoint shall determine to prepare and file with the SEC within one (1) year after the effective date of this Agreement a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 stock option or other BONA FIDE, employee benefit plans), then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Purchaser written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor Purchaser shall so request in writing, the Company Accesspoint shall commence to include in such Registration Statement registration statement all or any part of the Registrable Securities Shares such Investor 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 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 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 cooperation of this Agreement, on the same terms and conditions Purchaser as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the . If any registration rights of the Investors Accesspoint pursuant to this Section 2(d) is for a registered public offering involving an underwriting, the right of Purchaser to registration shall only be available conditioned upon Purchaser entering into an underwriting agreement, and/or such other agreements as may be reasonably required, in customary forms with the event representatives of the Company fails underwriters or underwriters or other parties. Purchaser shall timely pay all registration fees and blue sky fees pertaining to timely file, obtain effectiveness the registration or maintain effectiveness qualification of any Registration Statement the Shares of Purchaser proposed to be filed pursuant registered hereunder. Purchaser shall cooperate with Accesspoint (and underwriters, representatives of the underwriters, and other parties, if any) and promptly provide Accesspoint with reasonably required information, including, but not limited to Section 2(a) information regarding Purchaser's plan of distribution pertaining to the Shares. Purchaser shall further promptly provide Accesspoint with such information and promptly execute, acknowledge and deliver such instruments and documents as Accesspoint may reasonably require to include the Shares in accordance any such registration statement. The obligation of Accesspoint to provide piggy back registration rights hereunder shall be expressly conditioned upon Purchaser timely paying fees, cooperating with the terms of this AgreementAccesspoint and other parties, promptly providing information, and/or executing, acknowledging and delivering instruments or documents as set forth herein.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 as the underwriter shall permithereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities 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, securities the holders of which are not entitled by right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDED, 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 Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(d2(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 The obligations of the Company under this Section 2(d2(c) is an underwritten offering, then each Investor whose may be waived by Investors holding a majority in interest of the Registrable Securities are included in such and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(c) for two registrations; PROVIDED, HOWEVER, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement shall, unless otherwise agreed in accordance with this Section 2(c) shall be entitled to include in an additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms 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 on such Registration Statement referred to in this Section 2(c).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if i. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company Econometrics shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities Common Stock (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities Common Stock to be issued solely in connection with any acquisition of any entity or business or equity securities Common Stock issuable in connection with stock option options or other BONA FIDE, employee benefit plans), the Company Econometrics shall promptly send to each Investor who is entitled to registration rights under this Section 2(d) the Investors written notice of such determination and(which shall include a list of the jurisdictions in which Econometrics intends to qualify such Common Stock under the applicable "blue sky" or other state securities laws). If, if within fifteen (15) days after the effective date receipt of such notice, such Investor the Investors shall so request in writing, the Company Econometrics shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests Investors request to be registered, except that ifsubject to Section 2(a)(ii) hereto. ii. If, in connection with any underwritten public offering for the account of the Company Econometrics, the managing underwriter(s) thereof shall advise Econometrics and the holders of Registrable Securities in writing of the need to impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registered and the general condition of the market) dictate such limitation is necessary to facilitate public distribution, then the Company Econometrics shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has the Investors have requested inclusion hereunder as hereunder; PROVIDED, HOWEVER, that, except in the underwriter shall permitcase of Econometric's initial registered public offering, the number of shares of Registrable Securities to be included in such Registration Statement may be limited to not less than fifteen percent (15%) of the Registrable Securities requested to be registered in such Registration Statement. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included held by such Investors; PROVIDED, HOWEVER, that the Company Econometrics shall not exclude any Registrable Securities unless the Company Econometrics 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 right hereunder to include such securities in the Registration Statement other than holders Statement. iii. The obligations 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 Econometrics under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereofmay be waived by ▇▇▇▇▇▇▇. If an offering in connection with which an Investor is Investors are entitled to registration under this Section 2(d2(a) is an underwritten offering, then each Investor whose the Investors who include Registrable Securities are included in such Registration Statement the offering (each a "PARTICIPATING INVESTOR") shall, unless otherwise agreed by the CompanyEconometrics, 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. iv. Notwithstanding anything to the contrary set forth herein, the registration rights If an Investor disapproves of the Investors pursuant to this Section 2(d) 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 Section 2(a) in accordance with the terms of this Agreementany underwritten offering, it may elect to withdraw therefrom by written notice to Econometrics and the underwriter(s) delivered on or prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from such registration.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time after the IPO and prior ------------------------- to the expiration of the Registration Period (as hereinafter defined) the Company PP shall determine to file with the SEC a Registration Statement relating to an 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 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 stock option or other BONA FIDE, employee benefit plans), the Company ) PP shall send to each Investor who is entitled to registration rights under this Section 2(d) GEOSP written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, such Investor GEOSP shall so request in writing, the Company PP shall include in such Registration Statement all or any part of the Registrable Securities such Investor GEOSP requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company PP, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock 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 distributiondistribution (and provided that such determination does not take into account GEOSP's or its affiliates' technical support and/or distribution relationships with PP), then the Company PP shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor GEOSP has requested inclusion hereunder as hereunder; provided, that no portion of the underwriter equity --------- securities which PP is offering for its own account shall permitbe excluded; provided, -------- further that PP 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 PP. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company PP shall not exclude any -------- ------- Registrable Securities unless the Company PP 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 hereunder 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 rightsStatement. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of PP under this Section 2(c) may be waived by GEOSP. If an offering in connection with which an Investor GEOSP is entitled to registration under this Section 2(d2(c) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement GEOSP shall, unless otherwise agreed by the CompanyPP, 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 Class A Interests or 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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities (other than securities being registered on Form S-4 or Form S-8 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 stock option or other BONA FIDE, 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 send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination anddetermination, and if within fifteen (15) days after the effective date of such notice, such notice the Investor shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Investor’s Registrable Securities such that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, if in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering because, in such underwriter(s)' ’ reasonable 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 underwritten offering only such limited portion of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder as the underwriter underwriter(s) 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; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, 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 such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration 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 Investor’s Registrable Securities are included in an underwritten offering pursuant to this Section 2(b), then such Registration Statement Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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 2(d2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement. Each Investor acknowledges and agrees that, in the event the Company would be required by the terms of this Section 2 to provide notice to such Investor of the filing of any Registration Statement in which any Registrable Securities of any Investor are eligible to be included, the Company shall provide such notice only to counsel to such Investor (which shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (Attn: ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) or such other counsel as shall have been designated by such Investor), unless such Investor has given prior written instructions to the contrary to the Company. For the avoidance of doubt, nothing contained in this Agreement shall limit, or be deemed a waiver of, the obligations of the Company under Section 5.18 of the Facility Agreement.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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 stock option or other BONA FIDE, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) holder of Registrable Securities written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, any such Investor holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, 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 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 the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with SECTION 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this SECTION 7(c) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor the 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 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 exclude be required to register any Registrable Securities unless pursuant to this SECTION 7(c) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company has first excluded all outstanding securities, after consultation with the holders of which are not entitled to managing underwriter should reasonably determine that the inclusion of such securities Registrable Securities, would adversely affect the offering contemplated in such Registration Statement registration statement, and based on such determination recommends inclusion in such registration statement of fewer or are not entitled none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to pro rata inclusion 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 Holders 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; and PROVIDED, FURTHER, HOWEVER, thatthat if securities are being offered for the account of other persons or entities as well as the Company, after giving effect to such reduction shall not represent a greater fraction of the immediately preceding proviso, any exclusion number of Registrable Securities shall intended to be made pro rata with holders offered by the Holders than the fraction of similar reductions imposed on such other securities having the right to include such securities in the Registration Statement persons or entities (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 2(d) 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 Section 2(a) in accordance with the terms of this Agreement).

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time prior to the expiration of ------------------------ the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plans), then the Company shall send to each Investor Purchaser who is entitled has a right to registration rights under have Registrable Securities covered by a Registration Statement pursuant to this Section 2(d) Agreement written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor 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 Investor Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Purchasers seeking to include Registrable Securities Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsPurchasers; PROVIDEDprovided, HOWEVERhowever, 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 PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, 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 rightsStatement. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Section 2(a) 2.1 or 3.2 hereof. If an offering in connection with which an Investor a Purchaser is entitled to registration under this Section 2(d) 2.4 is an underwritten offering, then each Investor 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. Notwithstanding anything to So long as a Registration Statement is effective and immediately available for use so that all of the contrary set forth hereinRegistrable Securities may be sold in reliance thereon, the registration rights of the Investors pursuant to this Section 2(d) 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 Section 2(a) in accordance with the terms provisions of this Agreementsection shall not apply.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if (a) If at any time prior to or times after the expiration of the Registration Period (as hereinafter defined) date hereof the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others register under the 1933 Securities Act any shares of any of its equity securities Common Stock (other than in connection with a registration on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to be issued solely equivalent forms) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders) and the form of registration statement to be used permits the registration of Registrable Securities, then the Company shall promptly give written notice of such proposed registration to the Holders (but in no event less than thirty (30) days prior to the anticipated effective date of the registration statement). If within twenty (20) days after the receipt of such notice the Company receives a written request from any acquisition Holder for the inclusion in such registration of any entity some or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plansall of the Registrable Securities held by such Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall send use all commercially reasonable efforts to each Investor who is entitled to registration rights under this Section 2(d) written notice of cause such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such 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 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 any similar securities of the Company or any other shares securityholder included therein and to permit the sale or other disposition of Common Stock such Registrable Securities in accordance with the intended method of distribution thereof. The Company may withdraw a registration under this Section 3 at any time prior to the time it becomes effective, provided that the Company shall give prompt notice of such withdrawal to the Holders which requested to be included in such underwritten offering. Notwithstanding anything to the contrary set forth hereinregistration. (b) In connection with any offering under this Section 3 involving an underwriting, the registration rights Company shall not be required to include a Holder's Registrable Securities in the underwritten offering unless such Holder accepts the terms of the Investors underwriting as agreed upon between the Company and the underwriters selected by the Company. If the managing underwriter of an underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2(d3 has advised the Company in writing that, in such underwriter's good faith judgment, the number of securities to be sold in such offering by Selling Stockholders is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering for the accounts of Selling Stockholders (including the Holders) to a number deemed satisfactory by the managing underwriter, provided, however, that the securities to be excluded -------- ------- shall only be available determined in the event following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; and second, securities held by any Selling Stockholder (including the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed Holders) participating in such offering pursuant to Section 2(athe exercise of contractual piggyback registration rights, as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders). (c) Each Holder hereby agrees that such Holder may not participate in accordance with any underwritten offering hereunder unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in the underwriting arrangements for such offering, and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of this Agreementthe underwriting arrangements.

Piggy-Back Registrations. Subject to the last sentence of this Section 2(d), if If at any time after the date hereof and prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other BONA FIDE, employee benefit plansequivalents) (a “Piggyback Eligible Registration Statement”), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor a Buyer shall so request in writing, the Company shall include in such Piggyback Eligible Registration Statement all or any part of the Registrable Securities then outstanding that such Investor Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Piggyback Eligible 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 Piggyback Eligible Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor a Buyer 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 exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the securities held by holders of which who are not entitled by contract to the inclusion of such securities in such Piggyback Eligible Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesSecurities (it being understood, for avoidance of doubt, that the Company shall not be required to exclude any securities subject to the Registration Rights Agreement dated December 24, 2003, among the Company, Mainfield Enterprises, Inc. and Smithfield Fiduciary LLC as amended June 30, 2006, the Settlement Agreement and Release, dated as of June 30, 2006, by and between the Company and Smithfield Fiduciary LLC, and the Exchange Agreement, dated as of August 14, 2008, between the Company and Mainfield Enterprises, Inc. (collectively, the “Existing Agreements”)); and and 3. 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 Piggyback Eligible Registration Statement other than holders of securities entitled to inclusion of their securities in such Piggyback Eligible Registration Statement by reason of demand registration rightsrights or under the Existing Agreements. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement a 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffering (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 exercisable 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 Investors Buyers pursuant to this Section 2(d2(b) shall only be available in to the event extent that the Buyer holds outstanding Registrable Securities that are not registered for resale or issuance pursuant to another effective Registration Statement at the time that the Company fails to timely file, obtain effectiveness or maintain effectiveness of any files a Piggyback Eligible Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this AgreementStatement.