Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for form)(for purposes of this Article 7, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail ("“Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best commercially reasonable efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section Article 7.5(b) hereof). Notwithstanding the provisions of this Section Article 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section Article 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any Holder of Registrable Securities.

Piggyback Registration. If, at any time during the seven five years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments (other than in connection with an underwritten initial public offering or initial -3- 4 registration of the Company or the Company's securities with the U.S. Securities & Exchange Commission) thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 76, collectively, the a "Registration StatementREGISTRATION STATEMENT"), it will give written notice of its intention to do so by registered mail ("NoticeNOTICE"), at least thirty ten (3010) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting HolderREQUESTING HOLDER"), made within twenty ten (2010) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("Piggyback RegistrationPIGGYBACK REGISTRATION"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)Holders. Notwithstanding the provisions of this Section 7.36.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offeringcommencing after October 25, 2005 and expiring October 25, 2010, the Company proposes prepares and files an amendment to prepare and file one a registration statement, or more post-effective amendments to the registration statement filed in connection with the Public Offering or any a new registration statement or post-effective amendments thereto covering equity or debt securities of under the CompanyAct, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the “Registration Documents”) as to any such of its securities of under the Company held by its shareholders Securities Act (in any such case, other than in connection with under a merger, acquisition or Registration Statement pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectivelyForm S-4), the "Registration Statement"), it Company will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty (30) business days prior to the filing of each such Registration StatementDocument, to all the Warrant Holder and holders of the Registrable SecuritiesWarrant Securities of the Company’s intention to do so. Upon If the written request Warrant Holder or any holder of such a holder (a "Requesting Holder"), made the Warrant Securities notifies the Company within twenty (20) business 20 days after receipt of the Notice, that the Company any such notice of its desire to include any of the Requesting Holder's Registrable Warrant Securities in the such proposed Registration StatementDocuments, the Company shall, as to each such Requesting Holder, use its best efforts to effect shall afford the registration under the Act Warrant Holder or holder of the Registrable Warrant Securities which it has been so requested the opportunity to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost have any Warrant Securities registered under such Registration Documents or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)any other available Registration Document. Notwithstanding the provisions of this Section 7.37.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 7.2 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statementamendment or registration statement, or to withdraw the same after the filing but prior to the effective date thereofof the Registration Document.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofHolders.

Piggyback Registration. If, at any time during the seven five years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 76, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty ten (3010) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty ten (2010) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Holders; Notwithstanding the provisions of this Section 7.36.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("“Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)Holders. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfThe Company shall be obligated to register the Shares of Common Stock issuable hereunder in accordance with the Securities Act if the Company proposes, at any time during after 150 days of the seven years following the effective issuance date of this Warrant, to register any equity securities under the Public OfferingSecurities Act, with the Company proposes to prepare and file one or more post-effective amendments to the exception of any such registration statement filed in connection with the Public Offering an employee benefit plan, a business combination, an exchange offer, a dividend reinvestment plan, a merger or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or successor other comparable form) (for purposes , subject to the consent of this Article 7, collectively, the "Registration Statement"), it underwriter if the potential registration relates to an offering being underwritten by such underwriter. On each such occasion the Company will give written notice of its intention to do so by registered mail notice, no less than fifteen ("Notice"), at least thirty (3015) business days prior to the anticipated filing date, of each its intention to do so. However, the Company may, at any time prior to the effectiveness of any such Registration Statementregistration statement, to all holders in its sole discretion and without the consent of the Registrable SecuritiesHolder, abandon the proposed registration. Upon Written notice shall be deemed to have been duly given as follows: (i) if delivered in person or by messenger or an overnight courier service against receipt, notice shall be deemed to be given on the written request date of such a holder receipt; (a "Requesting Holder")ii) if sent by certified or registered mail, made within twenty (20) postage paid, return receipt requested, five business days after receipt of such notice is sent, or; (iii) if sent by telegram, facsimile, telex or similar means, provided that a copy thereof is sent on the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementsame day by postage paid first-class mail, the Company shall, as to each business day next following the date such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.is sent

Piggyback Registration. If, at any time during the seven five years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofHolders.

Piggyback Registration. If, at any time during the seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders stockholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven five years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments (other than in connection with an underwritten initial public offering or initial registration of the Company or the Company's securities with the U.S. Securities & Exchange Commission) thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 76, collectively, the a "Registration StatementREGISTRATION STATEMENT"), it will give written notice of its intention to do so by registered mail ("NoticeNOTICE"), at least thirty ten (3010) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting HolderREQUESTING HOLDER"), made within twenty ten (2010) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("Piggyback RegistrationPIGGYBACK REGISTRATION"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)Holders. Notwithstanding the provisions of this Section 7.36.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the within seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for form)(for purposes of this Article 76, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("“Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shallwill, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which that it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b6.5(b) hereof). Notwithstanding the provisions of this Section 7.36.2, the Company shall will have the right at any time after it shall will have given written notice pursuant to this Section 7.3 6.2 (irrespective of whether any written request for inclusion of Registrable Securities shall will have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registrable Securities.

Piggyback Registration. If(a) The Company agrees that if, at any time, and from time during to time, after the seven years following the effective date earlier to occur of (i) an initial public offering of the Public OfferingCompany’s equity securities pursuant to a registration statement declared effective by the Securities and Exchange Commission (“IPO”) and (ii) a Trading Event, the Board of Directors of the Company proposes to prepare and file one or more post-effective amendments (the “Board”) shall authorize the filing of a registration statement under the Securities Act (other than the filing of a registration statement pursuant to the IPO or a registration statement filed on Form ▇-▇, ▇▇▇▇ ▇-▇ or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the Public Offering proposed offer of any of its securities by it or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementstockholders, the Company shall: (A) promptly notify each Holder that such registration statement will be filed and that the Registrable Securities then held by such Holder will be included in such registration statement at such Holder’s request; (B) subject to Section 5.7, as cause such registration statement to each cover all of such Requesting Holder, Registrable Securities issued to such Holder for which such Holder requests inclusion; (C) use its reasonable best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Holder to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holder to promptly effect the registration under the Act of the Registrable Securities which it has been so requested to register proposed sale or other disposition. ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(bb) hereof). Notwithstanding the provisions any other provision of this Section 7.35.2, the Company may at any time, abandon or delay any registration commenced by the Company. In the event of such an abandonment by the Company, the Company shall have not be required to continue registration of shares requested by the Holder for inclusion and the Holder shall retain the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofshares as set forth above.

Piggyback Registration. If, (a) If at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement a Registration Statement or post-effective amendments thereto covering equity or debt securities the sale for cash of the Companyshares of Common Stock, or any such securities including shares of Common Stock held by stockholders of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or acquisition, pursuant to Form S-8 or successor form) (for purposes , or on any form which does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of this Article 7, collectively, the "Registration Statement"Registrable Securities), it will give written notice of its intention to do so by registered mail ("“Notice"”), at least thirty (30) business 30 days prior to the filing of each such Registration Statement, to all holders of the Registrable SecuritiesPurchaser. Upon the written request of such a holder (a "Requesting Holder")the Purchaser, made within twenty (20) business 20 days after receipt of the NoticeNotice is given, that the Company include any or all of the Requesting Holder's Purchaser’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, shall use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("the “Piggyback Registration"”), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders . (except as provided in Section 7.5(bb) hereof). Notwithstanding the provisions of this Section 7.35.2, the Company shall have the right may at any time after it shall have has given written notice pursuant to this Section 7.3 5.2 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to the Purchaser. (c) If any Piggyback Registration is an underwritten offering, the Company shall select the investment bankers and managers that will administer the offering, as long as the investment bankers and managers are reasonably satisfactory to the holders of a majority of the Registrable Securities. The Company shall enter into a customary underwriting agreement with the investment bankers and managers.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for form)(for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registrable Securities.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofHolders.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public OfferingUnderlying Share Warrant Term, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new a registration statement or post-effective amendments thereto covering equity or debt securities the sale for cash of the Companyshares of Common Stock, or any such securities including shares of Common Stock held by stockholders of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or acquisition, pursuant to Form S-8 or successor form, or on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business 30 days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business 20 days after receipt of the NoticeNotice is given, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof7.4(a)). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registrable Securities.

Piggyback Registration. If, at any time during the seven five years following the effective date of the Public OfferingInitial Closing, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments (other than in connection with an underwritten initial public offering or initial registration of the Company or the Company=s securities with the U.S. Securities & Exchange Commission) thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 76, collectively, the a "Registration StatementREGISTRATION STATEMENT"), it will give written notice of its intention to do so by registered mail ("NoticeNOTICE"), at least thirty ten (3010) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting HolderREQUESTING HOLDER"), made within twenty ten (2010) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("Piggyback RegistrationPIGGYBACK REGISTRATION"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)Holders. Notwithstanding the provisions of this Section 7.36.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 76, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b6.5(b) hereof). Notwithstanding the provisions of this Section 7.36.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders Holders; provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (except as provided in Section 7.5(bi) hereof)at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If(a) The Company agrees that if, at any time, and from time during to time, after the seven years following the effective date earlier to occur of (i) an initial public offering of the Public OfferingCompany’s equity securities pursuant to a registration statement declared effective by the Securities and Exchange Commission (“IPO”) and (ii) a Trading Event, the Board of Directors of the Company proposes to prepare and file one or more post-effective amendments (the “Board”) shall authorize the filing of a registration statement under the Securities Act (other than the filing of a registration statement pursuant to the IPO or a registration statement filed on Form ▇-▇, ▇▇▇▇ ▇-▇ or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the Public Offering proposed offer of any of its securities by it or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementstockholders, the Company shall, as : (A) promptly notify each Holder that such registration statement will be filed and that the Registrable Securities then held by such Holder will be included in such registration statement at such Holder’s request; (B) cause such registration statement to each cover all of such Requesting Holder, Registrable Securities issued to such Holder for which such Holder requests inclusion; (C) use its reasonable best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Holder to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holder to promptly effect the registration under the Act of the Registrable Securities which it has been so requested to register proposed sale or other disposition. ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(bb) hereof). Notwithstanding the provisions any other provision of this Section 7.35.2, the Company may at any time, abandon or delay any registration commenced by the Company. In the event of such an abandonment by the Company, the Company shall have not be required to continue registration of shares requested by the Holder for inclusion and the Holder shall retain the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofshares as set forth above.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for form)(for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best commercially reasonable efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section Article 7.5(b) hereof). Notwithstanding the provisions of this Section Article 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section Article 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any Holder of Registrable Securities.

Piggyback Registration. If, at any time during commencing on the seven date ---------------------- hereof and expiring five (5) years following after the effective date of the Public Offering, hereof the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with Securities Act of 1933, as amended (the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders "Act") (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 employee stock option or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"other benefit plan), it will give written notice of its intention to do so by registered mail ("Notice")notice, at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement, to all holders holder of its intention to do so. If holder notifies the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made Company within twenty (20) business days after receipt of any such notice of its desire to include the Notice, that the Company include any of the Requesting Holder's Registrable Securities Warrant Shares in the such proposed Registration Statementregistration statement, the Company shallshall afford holder the opportunity to have the Warrant Shares registered under such registration statement; provided, as however, if in the written opinion of the managing underwriter, if any, of the offering to each such Requesting Holderbe made pursuant to the proposed registration statement, use its best efforts to effect the registration under the Act of all or a portion of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense Warrant Shares pursuant to the Requesting Holders (except as provided in Section 7.5(b) hereof)proposed registration statement would have an adverse effect on the offering, then the Company may exclude the Warrant Shares from such registration statement. Notwithstanding the provisions of this Section 7.36.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.1 (irrespective of whether any a written request for inclusion of Registrable Securities Warrant Shares shall have already been made) to elect not to file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than a registration statement: (a) registering securities in connection with a merger, acquisition or transaction described in Rule 145 under the Act; (b) pursuant to Form S-8 or successor form; or (c) on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (for purposes of this Article 76, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("“Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable SecuritiesHolders. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best reasonable efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b6.5(b) hereof). Notwithstanding the provisions of this Section 7.36.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders shareholders, and the registration form to be used may be used for the registration of Registrable Securities (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form, or pursuant to a demand registration as set forth in Section 7.4 hereof) (for purposes of this Article 7, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("“Notice"”), at least thirty twenty (3020) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty ten (2010) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its commercially reasonable best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any Holder of Registrable Securities.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-post effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 5- 8 or successor form) ), (for purposes of this Article 7, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration");;), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)Holders. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven five years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 S- 8 or successor form) ), (for purposes of this Article 76, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty ten (3010) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty ten (2010) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Holders; Notwithstanding the provisions of this Section 7.36.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof. (b) If the offering with respect to which a Registration Statement is filed is an underwritten secondary offering of the Company's securities and the managing underwriter advises the Company in writing that in its opinion the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their current market value, or (ii) without otherwise materially adversely affecting the entire offering, the Company will include in such Registration Statement: (i) first, the securities being sold for the account of the Company; (ii) second, the number of Registrable Securities to be included that, in the opinion of such managing underwriter, can be sold pro rata among the respective holders of such securities on the basis of the amount of Registrable Securities then owned by each such holder.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except expect as provided in Section 7.5(b) hereof); provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for form)(for purposes of this Article 7, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("“Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registrable Securities.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)Holders. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during prior to the seven years following the effective date of the Public OfferingTermination Date, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new a registration statement or post-effective amendments thereto covering equity or debt securities the sale for cash of the Companyshares of Common Stock, or any such securities including shares of Common Stock held by stockholders of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-4 or Form S-8 or successor formforms, or on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (for purposes of this Article 7Section, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail ("“Notice"”), at least thirty (30) business 30 days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty (20) business 20 days after receipt of the NoticeNotice is given, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereofbelow). Notwithstanding the provisions of this Section 7.3Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registrable Securities.

Piggyback Registration. If, at any time during after the seven years following the effective date sale of the Public OfferingShares and until the third (3rd) anniversary thereof, the Company proposes shall determine to prepare and file one register for sale for cash any of its Common Stock, for its own account or more post-effective amendments to for the registration statement filed in connection with account of others (other than the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such casePurchaser), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8 (or its then equivalent form) or any of their family members (including a registration on Form S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition acquisition, divestiture, reorganization or pursuant similar event, or (iii) a transaction relating solely to Form S-8 the sale of debt or successor form) (for purposes of this Article 7convertible debt instruments, collectively, then the "Registration Statement"), it will Company shall promptly give to Purchaser written notice of its intention to do so by registered mail thereof ("Notice"), at least thirty and in no event shall such notice be given less than twenty (3020) business calendar days prior to the filing of each such Registration Statementregistration statement), and shall, subject to any limitations imposed by an underwriter, if the registration relates to an underwritten public offering, include as a piggyback registration all holders of the Registrable Securities. Upon the Shares issued to Purchaser hereunder, including, if applicable, pursuant to Section 4(b) below, which are specified in a written request delivered by Purchaser within ten (10) calendar days after delivery to Purchaser of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of written notice from the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration StatementCompany. However, the Company shallmay, as without the consent of Purchaser, withdraw such registration statement prior to each such Requesting Holder, use its best efforts it becoming effective if the Company has elected to effect abandon the registration under the Act of the Registrable Securities which it has been so requested proposal to register the securities proposed to be registered thereby. The right contained in this paragraph may be exercised by each Purchaser only with respect to two ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b2) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofqualifying registrations.

Piggyback Registration. If, at any time during the seven years following the effective date term of the Public OfferingWarrants, the Company proposes to prepare and file one or more post-effective amendments to with the Securities and Exchange Commission (the "Commission") a registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders or the security holders of the Company (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7Section 2, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b4(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public OfferingTerm, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new a registration statement or post-effective amendments thereto covering equity or debt securities the sale for cash of warrants to purchase shares of Common Stock, shares of Common Stock, including shares of Common Stock held by stockholders of the Company, or units consisting of any such securities combination of the Company held by its shareholders foregoing (in any such case, other than in connection with a merger, acquisition or acquisition, pursuant to Form S-8 or successor form, or on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business 30 days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business 20 days after receipt of the NoticeNotice is given, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof7.4(a)). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registrable Securities.

Piggyback Registration. If, (a) If at any time during any time prior to the seven years following the effective date fifth (5th) year anniversary of the Public final closing of the Offering, the Company proposes to prepare and file one or more post-effective amendments to with the Securities and Exchange Commission a registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such casestockholders, other than in connection with a merger, acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or any successor form) form (for purposes of this Article 7Section 1, collectively, the a "Piggyback Registration Statement"), it the Company will give written notice of its intention to do so by registered or certified mail ("Notice"), at least thirty (30) business 15 days prior to the filing of each such Piggyback Registration Statement, to all holders of the Registrable SecuritiesHolder. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business 5 days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities Shares (as herinafter defined) in the proposed Piggyback Registration Statement, the Company shall, as to each such Requesting Holder, use its best reasonable efforts to effect the registration under the Securities Act of 1933, as amended (the "Act"), of the Registrable Securities Shares which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to Holder (other than any underwriting or other commissions, discounts or fees of any counsel or advisor to the Requesting Holders (except Holder which shall be payable by the Holder, as further provided in Section 7.5(b3(b) hereof); provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a portion of the Registrable Shares requested to be registered, when added to the securities being registered by the Company or the selling stockholder(s), if any, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise having a material adverse effect on the entire offering, then the Company may, subject to the allocation priority set forth in the next paragraph, exclude from such offering all or a portion of the Registrable Shares which it has been requested to register. Without limiting the generality of the foregoing, such underwriter or managing underwriter may condition its consent to the inclusion of all or a portion of the Registrable Shares requested to be registered upon the participation by Holder in the underwritten public offering on the terms and conditions thereof. (b) If securities are proposed to be offered for sale pursuant to such Piggyback Registration Statement by other security holders of the Company and the total number of the Registrable Shares to be offered by Holder and such other selling security holders is required to be reduced pursuant to a request from the underwriter or managing underwriter (which request shall be made only for the reasons and in the manner set forth above), the aggregate number of Registrable Shares to be offered by Holder pursuant to such Piggyback Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the underwriter or managing underwriter believes may be included for all the selling security holders (including Holder) as the original number of securities proposed to be sold by Holder bears to the total original number of securities proposed to be offered by Holder and the other selling securityholders. (c) Notwithstanding the preceding provisions of this Section 7.31, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 1 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Piggyback Registration StatementStatement filed pursuant to this Section 1, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b7.5(d) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven four years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement Public Offering Registration Statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with pursuant to a merger, Form S-4 relating to a merger or acquisition or pursuant to a Form S-8 or successor form) (for purposes of this Article 7, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereofother than underwriting discounts and commissions applicable to the sale of such Registrable Securities and the fees and disbursements, if any, of counsel to the Requesting Holders). Notwithstanding the provisions of this Section 7.3; provided, however, that the Company shall have the right at in any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or event be entitled to withdraw the same after the filing but such Registration Statement prior to the effective date thereofits effectiveness if such Registration Statement is withdrawn as to all securities proposed to be registered thereunder.

Piggyback Registration. If, at any time during the seven (7) years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the a "Company Registration Statement"), it will give written notice (the "Notice") of its intention to do so by registered mail ("Notice")mail, at least thirty (30) business days prior to the filing of each such Company Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Company Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereofto underwriting discounts and commissions and costs of individual Requesting Holders' counsel and professional advisors). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Company Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If(a) The Company agrees that if, at any time, and from time during to time, after the seven years following the effective date earlier to occur of (i) an initial public offering of the Public OfferingCompany's equity securities pursuant to a registration statement declared effective by the Securities and Exchange Commission ("IPO") and (ii) a Trading Event, the Board of Directors of the Company proposes to prepare and file one or more post-effective amendments (the "Board") shall authorize the filing of a registration statement under the Securities Act (other than the filing of a registration statement pursuant to the IPO or a registration statement filed on Form ▇-▇, ▇▇▇▇ ▇-▇ or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the Public Offering proposed offer of any of its securities by it or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementstockholders, the Company shall: (A) promptly notify each Holder that such registration statement will be filed and that the Registrable Securities then held by such Holder will be included in such registration statement at such Holder's request; (B) subject to Section 5.7, as cause such registration statement to each cover all of such Requesting Holder, Registrable Securities issued to such Holder for which such Holder requests inclusion; (C) use its reasonable best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Holder to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holder to promptly effect the registration under the Act of the Registrable Securities which it has been so requested to register proposed sale or other disposition. ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(bb) hereof). Notwithstanding the provisions any other provision of this Section 7.35.2, the Company may at any time, abandon or delay any registration commenced by the Company. In the event of such an abandonment by the Company, the Company shall have not be required to continue registration of shares requested by the Holder for inclusion and the Holder shall retain the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofshares as set forth above.

Piggyback Registration. If, at any time during the seven years following the effective date second anniversary of the Public Offeringdate hereof and terminating on the seventh anniversary of the date hereof, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article Section 7, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("“Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable SecuritiesAngiotech. Upon the written request of such a holder (a "Requesting Holder")Angiotech, made within twenty (20) business days after receipt by Angiotech of the Notice, that the Company include any of the Requesting Holder's Angiotech’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, shall use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b7.4(a) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If(a) If following the Required Registration Date, CS&L proposes file a Registration Statement pursuant to such Registration Statement with respect to any offering of Equity Securities for its own account and/or for the account of any Person (other than (i) a registration under Section 3.01, (ii) a registration pursuant to a Registration Statement on Form S-8 or on Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the sole purpose of offering Equity Securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) (each, a “CS&L Public Sale”), then, as soon as practicable but in any event not less than 15 days prior to the anticipated filing date of the Registration Statement, CS&L shall give written notice of such proposed filing to each Stockholder Party, which notice shall set forth such Stockholder Party’s rights under this Section 3.02 and shall offer such Stockholder Party the opportunity to include in the offering subject to such Registration Statement the number of Registrable Securities of the same class or series as those proposed to be registered as such Stockholder Party may request in writing (a “Piggyback Registration”), subject to the provisions of Section 3.02(b). CS&L shall use its reasonable best efforts to include in the offering subject to such Registration Statement with respect to a CS&L Public Sale all Registrable Securities that are requested to be included therein within five Business Days after the receipt of any such notice; provided that (1) if such registration involves a Public Offering, all such Registering Investors must sell their Registrable Securities to the underwriters selected as provided in Section 3.04(f)(i) on the same terms and conditions as apply to CS&L, and (2) if, at any time during the seven years following after giving notice of its intention to register any Equity Securities pursuant to this Section 3.02(a) and prior to the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement Registration Statement filed in connection with the Public Offering or such registration, CS&L shall determine for any new registration statement or post-effective amendments thereto covering equity or debt securities reason not to register such securities, CS&L shall give notice to all such Registering Investors and, thereupon, shall be relieved of the Company, or its obligation to register any such securities of the Company held by its shareholders (in any such case, other than Registrable Securities in connection with such registration. (b) If a mergerPiggyback Registration involves a Public Offering (other than a Demand, acquisition or pursuant in which case the provisions with respect to Form S-8 or successor formpriority of inclusion in such offering set forth in Section 3.01(g) (for purposes of this Article 7shall apply) and the managing underwriter advises CS&L that, collectivelyin its view, the "Registration Statement")number of shares of Common Stock or other Equity Securities that CS&L and the Registering Investors intend to include in such registration exceeds the Maximum Offering Size, it will give written notice of its intention to do so by registered mail ("Notice")CS&L shall include in such registration, at least thirty (30) business days prior in the following priority, up to the filing Maximum Offering Size: (i) first, those Equity Securities proposed to be registered for the account of each CS&L and any other Persons (other than CS&L’s executive officers and directors) for whom CS&L is effecting the registration, as the case may be, as would not cause the offering to exceed the Maximum Offering Size; (ii) second, to the extent Windstream and its Affiliates under the Windstream Registration Rights Agreement are not the requesting party, those Equity Securities requested to be included in such Registration Statementby Windstream and its Affiliates under the Windstream Registration Rights Agreement as would not cause the offering to exceed the Maximum Offering Size (allocated, if necessary for the offering not to all exceed the Maximum Offering Size, pro rata among such holders on the basis of the Registrable Securities. Upon the written request relative number of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt shares of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register be included in such registration by each such holder); ("Piggyback Registration")iii) third, at the Company's sole cost number of securities of executive officers and expense directors of CS&L for whom CS&L is effecting the registration, as the case may be, with such number to be allocated pro rata among the executive officers and at no cost or expense directors pursuant to the Requesting Holders Windstream Registration Rights Agreement; (except as provided iv) fourth, all Registrable Securities requested to be included in Section 7.5(b) hereof). Notwithstanding such registration by any Registering Investor (allocated, if necessary for the provisions offering not to exceed the Maximum Offering Size, pro rata among such Registering Investors on the basis of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective relative number of whether any written request for inclusion shares of Registrable Securities so requested to be included in such registration by each such Registering Investor); and (v) fifth, any securities proposed to be registered for the account of any other Persons with such priorities among them as CS&L shall have already been madedetermine. (c) No registration effected under this Section 3.02 shall relieve CS&L of its obligations to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior effect a registration to the effective date thereofextent required by Section 3.01. CS&L shall be liable for and pay all Registration Expenses in connection with any Piggyback Registration, regardless of whether such registration is effected.

Piggyback Registration. If, The Holders of any shares of Common Stock removed from the Registration Statement as the result of a cutback comment from the Commission shall be entitled to include for registration any such removed shares at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the Effectiveness Date in a registration statement filed in connection with by the Public Offering or Company which would permit the inclusion of such shares (such registration of Registrable Securities, “Piggyback Registration”); provided that any new registration statement or post-effective amendments thereto covering equity or debt securities of applicable consents have been obtained by the Company. Accordingly, or any such securities of if the Company held by shall determine to register for sale for cash any of its shareholders Common Stock, for its own account or for the account of others (in any such caseother than the Holders), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition acquisition, divestiture, reorganization or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectivelysimilar event, the "Registration Statement"), it will Company shall promptly give to the Holders written notice of its intention to do so by registered mail thereof ("Notice"), at least thirty (30) business and in no event shall such notice be given less than 20 calendar days prior to the filing of each such registration statement), and shall, subject to Section 3(c), include as a Piggyback Registration Statement, to all holders of the Registrable Securities. Upon the Securities specified in a written request of such a holder (a "Requesting Holder"), made delivered by the Holder thereof within twenty (20) business ten calendar days after receipt of such written notice from the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration StatementCompany. However, the Company shallmay, as to each such Requesting Holder, use its best efforts to effect without the registration under the Act consent of the Registrable Securities which it has been so requested Holders, withdraw such registration statement prior to its becoming effective if the Company or such other stockholders have elected to abandon the proposal to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense securities proposed to the Requesting Holders (except as provided in Section 7.5(b) hereof)be registered thereby. Notwithstanding the provisions of this Section 7.3foregoing, the Company shall have the right at Piggyback Registration will not apply to any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofshares which can be sold without limitation under Rule 144.

Piggyback Registration. If, at any time during the seven five years following the effective final closing date of the Public OfferingPrivate Placement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed statements (including in connection with the Public Offering or any new registration statement an initial public offering of its securities) or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 76, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b6.5(b) hereof); provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. Notwithstanding If securities are proposed to be offered for sale pursuant to such Registration Statement by other security holders of the provisions Company and the total number of securities to be offered by the Requesting Holders and such other selling security holders is required to be reduced pursuant to a request from the managing underwriter (which request shall be made only for the reasons and in the manner set forth above) the aggregate number of Registrable Securities to be offered by Requesting Holders pursuant to such Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the underwriter believes may be included for all the selling security holders (including the Requesting Holders) as the original number of Registrable Securities proposed to be sold by the Requesting Holders bears to the total original number of securities proposed to be offered by the Requesting Holders and the other selling security holders. If, subsequent to exercise of the demand registration right referred to in Section 6.4 below, any Registrable Securities requested to be included in a Piggyback Registration are not so included because of the operation of the proviso of the first paragraph of this Section 7.36.3, then the Company holders of such excluded Registrable Securities shall have the right to require the Company, at any time after it shall have given written notice pursuant its expense, to this Section 7.3 (irrespective of whether any written request for inclusion of prepare and file another Registration Statement under the Act covering such Registrable Securities, provided that, if the underwriter so requests, such Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw be sold until the same after the filing but prior to expiration of 120 days from the effective date thereofof the offering that gave rise to the piggyback registration rights that are the subject of this Section 6.3.

Piggyback Registration. If, at any time during the seven five years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 76, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty ten (3010) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder holder (a "" Requesting Holder"), made within twenty ten (2010) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Holders; Notwithstanding the provisions of this Section 7.36.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfIf the Registration Statement described in Section 2 is not effective by the Due Date, at and no demand for a Demand Registration Statement has been made pursuant to Section 3, and if (but without any time during the seven years following the effective date of the Public Offering, obligation to do so) the Company proposes to prepare and file one or more post-effective amendments register (including for this purpose a registration effected by the Company for shareholders other than the Holders, except that the rights granted under this Section 4 shall not apply to the any registration statement filed with respect to capital shares distributed by The Shaar Fund, Ltd., its successors or assigns) any of its Common Stock under the Act in connection with the Public Offering public offering of such securities solely for cash (other than a registration relating solely for the sale of securities to participants in a Company stock or option plan or a registration on Form S-4 promulgated under the Act or any new registration statement successor or post-effective amendments thereto covering equity similar form registering stock issuable upon a reclassification, upon a business combination involving an exchange of securities or debt upon an exchange offer for securities of the Companyissuer or another entity), or any such securities of the Company held by its shareholders shall, at such time, promptly give each Purchaser written notice of such registration (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Piggyback Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder each Purchaser given by fax within ten (a "Requesting Holder"), made within twenty (2010) business days after receipt mailing of such notice by the NoticeCompany, that which request shall state the Company include any intended method of the Requesting Holder's Registrable Securities in the proposed Registration Statementdisposition of such shares by such Purchaser, the Company shall, as shall cause to each be included in such Requesting Holder, use its best efforts to effect the registration statement under the Act (subject to provisions of Section 5 below) all of the Registrable Securities which it that each such Purchaser has been so requested to register be registered ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, ; nothing herein shall prevent the Company shall have from withdrawing or abandoning the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but registration statement prior to the effective date thereofits effectiveness.

Piggyback Registration. If, at any time during prior to the seven years following the effective date of the Public OfferingExpiration Date, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new a registration statement or post-effective amendments thereto covering equity or debt securities the sale for cash of the Companyshares of Common Stock, or any such securities including shares of Common Stock held by stockholders of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or acquisition, pursuant to Form S-8 or successor form, or on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (for purposes of this Article 7Section, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail ("“Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty (20) business days after receipt of the NoticeNotice is given, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best commercially reasonable efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereofbelow). Notwithstanding the provisions of this Section 7.36, the Company shall have the right at any time after it shall have given written notice Notice pursuant to this Section 7.3 6 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registrable Securities.

Piggyback Registration. If, at any time during the seven five years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty fifteen (2015) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders; provided that the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding shall bear all selling commissions and fees and disbursements of counsel, if any, for the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofRequesting Holders.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement Public Offering Registration Statement filed in connection with the Public Offering or any new registration statement or post-effective posteffective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with pursuant to a merger, Form S-4 relating to a merger or acquisition or pursuant to a Form S-8 or successor formS-8) (for purposes of this Article 7, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereofother than underwriting discounts and commissions applicable to the sale of such Registrable Securities and the fees and disbursements, if any, of counsel to the Requesting Holders). Notwithstanding the provisions of this Section 7.3; provided, however, that the Company shall have the right at in any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or event be entitled to withdraw the same after the filing but such Registration Statement prior to the effective date thereofits effectiveness if such Registration Statement is withdrawn as to all securities proposed to be registered thereunder.

Piggyback Registration. If, at any time during For a period of seven (7) years from the seven years following the ---------------------- effective date (the "Effective Date") of the Public OfferingCompany's registration statement on Form S-1, if the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 S-8) or successor form) (for purposes sell any of this Article 7, collectively, its securities pursuant to Regulation S under the "Registration Statement")Act, it will shall give written notice of its intention to do so by registered mail ("Notice"), mall at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement or the commencement of each such Regulation S offering, as the case may be, to all holders other Holders of the Registrable SecuritiesWarrants and/or the Warrant Shares of its intention to do so. Upon If the written request Holders of such a holder (a "Requesting Holder"), made the Warrants and/or Warrant Shares notify the Company within twenty (20) business days after receipt of the Notice, that the Company any such notice of its or their desire to include any of such securities in such proposed registration statement or offering, as the Requesting Holder's Registrable Securities in the proposed Registration Statementcase may be, the Company shallshall afford each such Holders of the Warrants and/or Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement or included in the Regulation S offering, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)case may be. Notwithstanding the provisions of this Section 7.36.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.1 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to (a) file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof or (b) commence such proposed Regulation S offering or terminate the same after the commencement but prior to the closing thereof.

Piggyback Registration. If, at any time during after the seven years following SEC Effective Date and until the effective date of the Public Offeringfifth (5th) anniversary thereof, the Company proposes shall determine to prepare and file one register for sale for cash any of its Common Stock, for its own account or more post-effective amendments to for the registration statement filed in connection with account of others (other than the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such caseHolders), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8 (or its then equivalent form) or any of their Family Members (including a registration on Form S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition acquisition, divestiture, reorganization or pursuant similar event, or (iii) a transaction relating solely to Form S-8 the sale of debt or successor formconvertible debt instruments, then the Company shall promptly give to each Holder written notice thereof (the “Registration Rights Notice”) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written and in no event shall such notice of its intention to do so by registered mail be given less than twenty ("Notice"), at least thirty (3020) business calendar days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"registration statement), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company and shall, subject to Section 3(f), include as to each such Requesting Holder, use its best efforts to effect the registration under the Act a Piggyback Registration all of the Registrable Securities which it has been so requested (including any Registrable Securities that are removed from the Registration Statement as a result of a comment by the Staff) specified in a written request delivered by the Holder thereof within ten (10) calendar days after delivery to register ("Piggyback Registration"), at the Holder of such written notice from the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3However, the Company shall have may, without the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective consent of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration StatementHolders, or to withdraw the same after the filing but such registration statement prior to its becoming effective if the effective date thereofCompany or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The right contained in this paragraph may be exercised by each Holder only with respect to two (2) qualifying registrations.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If(a) If following the Required Registration Date, CS&L proposes file a Registration Statement pursuant to such Registration Statement with respect to any offering of Equity Securities for its own account and/or for the account of any Person (other than (i) a registration under Section 3.01, (ii) a registration pursuant to a Registration Statement on Form S-8 or on Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the sole purpose of offering Equity Securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) (each, a “CS&L Public Sale”), then, as soon as practicable but in any event not less than 15 days prior to the anticipated filing date of the Registration Statement, CS&L shall give written notice of such proposed filing to each Stockholder Party, which notice shall set forth such Stockholder Party’s rights under this Section 3.02 and shall offer such Stockholder Party the opportunity to include in the offering subject to such Registration Statement the number of Registrable Securities of the same class or series as those proposed to be registered as such Stockholder Party may request in writing (a “Piggyback Registration”), subject to the provisions of Section 3.02(b). CS&L shall use its reasonable best efforts to include in the offering subject to such Registration Statement with respect to a CS&L Public Sale all Registrable Securities that are requested to be included therein within five Business Days after the receipt of any such notice; provided that (i) if such registration involves a Public Offering, all such Registering Investors must sell their Registrable Securities to the underwriters selected as provided in Section 3.04(f)(i) on the same terms and conditions as apply to CS&L, and (ii) if, at any time during the seven years following after giving notice of its intention to register any Equity Securities pursuant to this Section 3.02(a) and prior to the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement Registration Statement filed in connection with the Public Offering or such registration, CS&L shall determine for any new registration statement or post-effective amendments thereto covering equity or debt securities reason not to register such securities, CS&L shall give notice to all such Registering Investors and, thereupon, shall be relieved of the Company, or its obligation to register any such securities of the Company held by its shareholders (in any such case, other than Registrable Securities in connection with such registration. (b) If a mergerPiggyback Registration involves a Public Offering (other than a Demand, acquisition or pursuant in which case the provisions with respect to Form S-8 or successor formpriority of inclusion in such offering set forth in Section 3.01(g) (for purposes of this Article 7shall apply) and the managing underwriter advises CS&L that, collectivelyin its view, the "Registration Statement")number of shares of Common Stock or other Equity Securities that CS&L and the Registering Investors intend to include in such registration exceeds the Maximum Offering Size, it will give written notice of its intention to do so by registered mail ("Notice")CS&L shall include in such registration, at least thirty (30) business days prior in the following priority, up to the filing Maximum Offering Size: (i) first, those Equity Securities proposed to be registered for the account of each CS&L and any other Persons (other than CS&L’s executive officers and directors) for whom CS&L is effecting the registration, as the case may be, as would not cause the offering to exceed the Maximum Offering Size; (ii) second, to the extent Windstream and its Affiliates under the Windstream Registration Rights Agreement are not the requesting party, those Equity Securities requested to be included in such Registration Statementby Windstream and its Affiliates under the Windstream Registration Rights Agreement as would not cause the offering to exceed the Maximum Offering Size (allocated, if necessary for the offering not to all exceed the Maximum Offering Size, pro rata among such holders on the basis of the Registrable Securities. Upon the written request relative number of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt shares of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register be included in such registration by each such holder); ("Piggyback Registration")iii) third, at the Company's sole cost number of securities of executive officers and expense directors of CS&L for whom CS&L is effecting the registration, as the case may be, with such number to be allocated pro rata among the executive officers and at no cost or expense directors pursuant to the Requesting Holders Windstream Registration Rights Agreement; (except as provided iv) fourth, all Registrable Securities requested to be included in Section 7.5(b) hereof). Notwithstanding such registration by any Registering Investor (allocated, if necessary for the provisions offering not to exceed the Maximum Offering Size, pro rata among such Registering Investors on the basis of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective relative number of whether any written request for inclusion shares of Registrable Securities so requested to be included in such registration by each such Registering Investor); and (v) fifth, any securities proposed to be registered for the account of any other Persons with such priorities among them as CS&L shall have already been madedetermine. (c) No registration effected under this Section 3.02 shall relieve CS&L of its obligations to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior effect a registration to the effective date thereofextent required by Section 3.01. CS&L shall be liable for and pay all Registration Expenses in connection with any Piggyback Registration, regardless of whether such registration is effected.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders Holders; provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (except as provided in Section 7.5(bi) hereof)at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement Public Offering Registration Statement filed in connection with the Public Offering or any new registration statement or post-effective posteffective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with pursuant to a merger, Form S-4 relating to a merger or acquisition or pursuant to a Form S-8 or successor formS-8) (for purposes of this Article 7, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding other than underwriting discounts and commissions applicable to the provisions sale of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of such Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statementand the fees and disbursements, or to withdraw the same after the filing but prior if any, of counsel to the effective date thereofRequesting Holders).

Piggyback Registration. If, at any time during the seven ---------------------- years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)Holders. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time during the seven years following the effective date first anniversary of the Public OfferingIPO Effective Date and prior to the Release Date, the Company proposes to prepare and file one or more post-effective amendments to the a registration statement filed in connection under the Act with the Public Offering or any new registration statement or post-effective amendments thereto SEC, covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement")shareholders, it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement, to all holders of the Registrable SecuritiesHolders. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business days after receipt the date of the Notice, that the Company include any of the Requesting Holder's Registrable Securities Bridge Shares and/or Default Shares, as the case may be, in the such proposed Registration Statementregistration statement, the Company shall, as to each such Requesting Holder, shall use its best efforts to effect the cause such registration statement (a "Piggyback Registration Statement") to be declared effective under the Act by the SEC so as to permit the public sale of the Registrable Securities which it has been so requested to register ("Piggyback Registration")Requesting Holder's Bridge Shares and/or Default Shares, as the case may be, pursuant thereto, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)Holders. Notwithstanding the provisions of this Section 7.3, 2 the Company shall have the right right, at any time after it shall have given written notice Notice pursuant to this Section 7.3 2 (irrespective of whether any written request for inclusion of Registrable Securities Bridge Shares and/or Default Shares, as the case may be, shall have already been made) ), to elect not to file any such proposed Piggyback Registration Statement, Statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during commencing after the seven date hereof until the later of (a) nine years following from the effective date First Closing (as defined in the Placement Agency Agreement) or (b) the expiration of the Public OfferingWarrant Exercise Term, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 or successor formS-8, ▇-▇ ▇▇ comparable registration statement) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement, to the Agent and to all holders other Holders of the Registrable SecuritiesWarrant Securities of its intention to do so. Upon If the written request Agent or other Holders of such a holder (a "Requesting Holder"), made the Warrant Securities notify the Company within twenty (20) business days after receipt of the Notice, that the Company any such notice of its or their desire to include any of the Requesting Holder's Registrable Securities Warrant Shares in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford the Agent and such Requesting Holder, use its best efforts to effect the registration under the Act Holders of the Registrable Warrant Securities which it has been so requested the opportunity to register ("Piggyback Registration")have any such Warrant Shares registered under such registration statement, at subject to such cutback or allocation as the Company's sole cost lead underwriter of the offering shall determine in its discretion, and expense and at no cost or expense subject to the Requesting Holders (except as provided in Section 7.5(b) hereof)prior inclusion of all shares otherwise includable that are owned by a party to the Registration Rights Agreement dated June ___, 1996. Notwithstanding the provisions of this Section 7.37.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 7.2 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect to postpone or not to file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfIf (but without any obligation of the Company to do so), at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or registration relating solely to a transaction pursuant to Rule 145 or a registration relating to employee benefit plans on Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been mademade by a Requesting Holder or received by the Company) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during For a period of seven (7) years from the seven years following the ---------------------- effective date (the "Effective Date") of the Public OfferingCompany's registration statement on Form S-1, if the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 S-8) or successor form) (for purposes sell any of this Article 7, collectively, its securities pursuant to Regulation S under the "Registration Statement")Act, it will shall give written notice of its intention to do so by registered mail ("Notice"), mall at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement or the commencement of each such Regulation S offering, as the case may be, to all holders other Holders of the Registrable SecuritiesWarrants and/or the Warrant Shares of its intention to do so. Upon If the written request Holders of such a holder (a "Requesting Holder"), made the Warrants and/or Warrant Shares notify the Company within twenty (20) business days after receipt of the Notice, that the Company any such notice of its or their desire to include any of such securities in such proposed registration statement or offering, as the Requesting Holder's Registrable Securities in the proposed Registration Statementcase may be, the Company shallshall afford each such Holders of the Warrants and/or Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement or included in the Regulation S offering, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)case may be. Notwithstanding the provisions of this Section 7.37.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 7.1 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to (a) file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof or (b) commence such proposed Regulation S offering or terminate the same after the commencement but prior to the closing thereof.

Piggyback Registration. If, at any time during the seven commencing January 14, 1999 and ending five (5) years following the effective date of the Public Offeringafter, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) Act (for purposes of this Article 7, collectively, the "Registration Statement")) (other than pursuant to Form ▇-▇, ▇▇▇▇ ▇-▇ or a comparable Registration Statement) it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, Notice that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, shall as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders Holder (except as provided in Section 7.5(b) hereoffor underwriting fees or commissions, brokers' commissions, or the like). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any a written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (i) If, at any time during the seven ten years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments registration statements under the Act to the registration statement filed in connection with the Public Offering or register any new registration statement or post-effective amendments thereto covering equity or debt shares of Common Stock on a (ii) If securities of the Company, or any are proposed to be offered for sale pursuant to such securities Registration Statement by other security holders of the Company held and the total number of securities to be offered by its shareholders (in any the Requesting Holder and such case, other than in connection with a merger, acquisition or selling security holders is required to be reduced pursuant to Form S-8 or successor forma request from the managing underwriter (which request shall be made only for the reasons and in the manner set forth above) (for purposes the aggregate number of this Article 7, collectively, Registrable Securities to be offered by the "Requesting Holder pursuant to such Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior Statement shall equal the number which bears the same ratio to the filing maximum number of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, securities that the Company include any of underwriter believes may be included for all the selling security holders (including the Requesting Holder's ) as the original number of Registrable Securities in proposed to be sold by the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense Holder bears to the total original number of securities proposed to be offered by the Requesting Holders Holder and the other selling security holders. (except as provided in Section 7.5(biii) hereof). Notwithstanding the provisions of this Section 7.31(c), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 1(c) (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during commencing one year and ending five (5) years after the seven years following the effective date Effective Date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) Act (for purposes of this Article 7, collectively, the "Registration Statement")) (other than pursuant to Form ▇-▇, ▇▇▇▇ ▇-▇ or a comparable Registration Statement) AyurCore, Inc. Representative's Warrant Agreement it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, Notice that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, shall as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)Holder. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any a written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven years ---------------------- following the effective final closing date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the CompanyCompany (other than a registration statement to be filed by the Company within 45 days after the date of final closing of the sale of the Debentures pursuant to the terms of the Offering), or any such securities of the Company held by its shareholders stockholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b7.4(c) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.