Common use of Piggyback Clause in Contracts

Piggyback. REGISTRATION (a) If, prior to the effectiveness of the Initial Registration Statement or at any time the Initial Registration Statement is not effective, any Registrable Securities continue to be Restricted Registrable Securities, each time that the Company shall propose the registration under the Act of any shares of Common Stock of the Company, other than a registration relating to employee benefit plans, or a corporate reorganization or other transactions under Rule 145, notice of such proposed registration stating the total number of shares proposed to be the subject of such registration shall be given to the Holders of Restricted Registrable Securities and Warrants, if any have not yet been exercised. The Company will use its best efforts to include in any registration statement filed with the Commission with regard to such proposed registration the number of Restricted Registrable Securities specified in writing by any such Holders to it within 20 days after receipt of said notice, provided that any Holders of any Warrant exercises such of his Warrants within 20 days after receipt of said notice as is necessary to have included in the registration statement the shares of Common Stock so specified by him. Any Holders who participates in the public offering pursuant to such registration statement shall be entitled to all the benefits of this Agreement in connection with any registration hereunder, except as otherwise provided in this Section 3. The right to registration provided in this Section is in addition to and not in lieu of the registration rights provided in Section 2 hereof. (b) All Registration Expenses, as hereinafter defined, in connection with the offering of securities of the Company pursuant to any registration statement filed pursuant to this Section 3, whether or not such registration statement becomes effective under the Act, shall be borne by the Company and the Holders, provided that the Holders of Restricted Registrable Securities then being registered shall pay (pro rata between or among the Holders thereof) to the Company only that portion of such Registration Expenses attributable to the inclusion in such registration statement of such Restricted Registrable Securities (i.e., the marginal amount). Such Holders shall pay all transfer taxes and out-of-pocket expenses incurred by them with respect to the registration and sale of the shares of Restricted Registrable Securities owned by them and included in such registration statement. Notwithstanding the foregoing, in the event the Company fails to file and cause to become effective, and/or thereafter maintain the effectiveness of, a registration statement for the Initial Registration Period as provided for in Section 2 above, all Registration Expenses shall be borne by the Company. (c) Notwithstanding anything to the contrary in this Section 3, the Holders of the Restricted Registrable Securities and Warrants shall not be entitled to include in any registration statement filed pursuant to this Section 3 Restricted Registrable Securities to the extent such inclusion would materially and adversely affect the proposed distribution of the Common Stock in respect of which registration was originally to be effected. The number of Restricted Registrable Securities to be included by each Holder shall be allocated in accordance with Section 3(e), below. (d) The piggyback registration rights provided in this Section 3 may be exercised by the Holders of Restricted Registrable Securities from time to time with respect to any or all registrations under the Act of Common Stock of the Company in accordance with the provisions of this Section 3. (e) In any circumstances in which all of the Restricted Registrable Securities requested to be included in a registration cannot be so included as a result of limitations on the aggregate number of shares of Restricted Registrable Securities that may be so included, the number of shares of Restricted Registrable Securities that may be so included shall be allocated among the Holders of Restricted Registrable Securities pro rata on the basis of the number of shares of Restricted Registrable Securities that would be held by such Holders, assuming exercise of the Warrants; provided, however, that if any Holder does not request inclusion of the maximum number of shares of Restricted Registrable Securities allocated to him pursuant to the above-described procedure, then the remaining portion of his allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Restricted Registrable Securities which would be held by such Holders, assuming exercise, and this procedure shall be repeated until all of the shares of Restricted Registrable Securities which may be included in the registration have been so allocated. Such allocation shall not operate to reduce the aggregate number of Restricted Registrable Securities permitted to be included in such registration.

Piggyback. REGISTRATION (a) If, prior to the effectiveness of the Initial Registration Statement or If Issuer at any time the Initial Registration Statement is not effective, proposes for any Registrable Securities continue reason to be Restricted Registrable Securities, each time that the Company shall propose the registration register its common stock under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to each Permitted Right Holder of its intention so to register its common stock and, upon the written request, given within 10 business days after delivery of any shares such notice by Issuer, of Common Stock of the Company, other than a registration relating to employee benefit plans, or a corporate reorganization or other transactions under Rule 145, notice of such proposed registration stating the total number of shares proposed to be the subject of such registration shall be given to the Holders of Restricted Registrable Securities and Warrants, if any have not yet been exercised. The Company will use its best efforts Permitted Right Holder to include in any such registration statement filed with the Commission with regard to such proposed registration Registrable Securities (which request shall specify the number of Restricted Registrable Securities specified in writing by any such Holders to it within 20 days after receipt of said notice, provided that any Holders of any Warrant exercises such of his Warrants within 20 days after receipt of said notice as is necessary to have included in the registration statement the shares of Common Stock so specified by him. Any Holders who participates in the public offering pursuant to such registration statement shall be entitled to all the benefits of this Agreement in connection with any registration hereunder, except as otherwise provided in this Section 3. The right to registration provided in this Section is in addition to and not in lieu of the registration rights provided in Section 2 hereof. (b) All Registration Expenses, as hereinafter defined, in connection with the offering of securities of the Company pursuant to any registration statement filed pursuant to this Section 3, whether or not such registration statement becomes effective under the Act, shall be borne by the Company and the Holders, provided that the Holders of Restricted Registrable Securities then being registered shall pay (pro rata between or among the Holders thereof) to the Company only that portion of such Registration Expenses attributable to the inclusion in such registration statement of such Restricted Registrable Securities (i.e., the marginal amount). Such Holders shall pay all transfer taxes and out-of-pocket expenses incurred by them with respect to the registration and sale of the shares of Restricted Registrable Securities owned by them and included in such registration statement. Notwithstanding the foregoing, in the event the Company fails to file and cause to become effective, and/or thereafter maintain the effectiveness of, a registration statement for the Initial Registration Period as provided for in Section 2 above, all Registration Expenses shall be borne by the Company. (c) Notwithstanding anything to the contrary in this Section 3, the Holders of the Restricted Registrable Securities and Warrants shall not be entitled to include in any registration statement filed pursuant to this Section 3 Restricted Registrable Securities to the extent such inclusion would materially and adversely affect the proposed distribution of the Common Stock in respect of which registration was originally to be effected. The number of Restricted Registrable Securities to be included by each Holder shall be allocated in accordance with Section 3(e), below. (d) The piggyback registration rights provided in this Section 3 may be exercised by the Holders of Restricted Registrable Securities from time to time with respect to any or all registrations under the Act of Common Stock of the Company in accordance with the provisions of this Section 3. (e) In any circumstances in which all of the Restricted Registrable Securities requested to be included in a registration cannot be so included as a result of limitations on the aggregate number of shares of Restricted Registrable Securities that may be so included, the number of shares of Restricted Registrable Securities that may be so included shall be allocated among the Holders of Restricted Registrable Securities pro rata on the basis of the number of shares of Restricted Registrable Securities that would be held by such Holders, assuming exercise of the Warrants; provided, however, that if any Holder does not request inclusion of the maximum number of shares of Restricted Registrable Securities allocated to him pursuant to the above-described procedure, then the remaining portion of his allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Restricted Registrable Securities which would be held by such Holders, assuming exercise, and this procedure shall be repeated until all of the shares of Restricted Registrable Securities which may be included in the registration have been so allocated. Such allocation shall not operate to reduce the aggregate number of Restricted Registrable Securities permitted to be included in such registration), Issuer shall use its commercially reasonable best efforts to cause all such Registrable Securities to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided that if, at any time after written notice of its intention to register any offering of securities and prior to the effective date of the registration statement filed in connection with such registration, Issuer will determine for any reason either not to register or to delay registration of such securities, Issuer may, at its election, give written notice of such determination to each Permitted Right Holder and, thereon, (i) in the case of a determination not to register, will be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from the obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, will be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The right provided the Permitted Right Holders of the Registrable Securities pursuant to this section will be exercisable at their sole discretion upon the execution of this Agreement. (b) If the managing underwriter of an underwritten offering under Section 2.2(a) informs Issuer and the Permitted Right Holders of its belief that the inclusion of all Registrable Securities proposed to be included in such registration would interfere with the successful marketing (including pricing) of the shares proposed to be registered by Issuer, then Issuer will include in such registration, to the extent of the number which Issuer is advised can be sold in the offering: first, securities proposed by Issuer to be ----- sold for its own account; and second, the Registrable Securities requested to be ------ included in the registration, pro rata based upon the number of shares of such securities so proposed to be sold and so requested to be included; provided, however, the Permitted Right Holders will have priority to all shares sought to be included by officers and directors of Issuer as well as holders of ten percent (10%) or more of Issuer's common stock.

Piggyback. REGISTRATION (a) IfIf Issuer at any time proposes for any reason to register its common stock under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to each Permitted Right Holder of its intention so to register its common stock and, upon the written request, given within 10 business days after delivery of any such notice by Issuer, of any Permitted Right Holder to include in such registration Registrable Securities (which request shall specify the number of Registrable Securities proposed to be included in such registration), Issuer shall use its commercially reasonable best efforts to cause all such Registrable Securities to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided that if, at any time after written notice of its intention to register any offering of securities and prior to the effectiveness effective date of the Initial Registration Statement registration statement filed in connection with such registration, Issuer will determine for any reason either not to register or to delay registration of such securities, Issuer may, at any time its election, give written notice of such determination to each Permitted Right Holder and, thereon, (i) in the Initial Registration Statement is case of a determination not effectiveto register, will be relieved of this obligation to register any Registrable Securities continue in connection with such registration (but not from the obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, will be Restricted permitted to delay registering any Registrable Securities, each time that for the Company shall propose same period as the registration under the Act of any shares of Common Stock of the Company, delay in registering such other than a registration relating to employee benefit plans, or a corporate reorganization or other transactions under Rule 145, notice of such proposed registration stating the total number of shares proposed to be the subject of such registration shall be given to the Holders of Restricted Registrable Securities and Warrants, if any have not yet been exercised. The Company will use its best efforts to include in any registration statement filed with the Commission with regard to such proposed registration the number of Restricted Registrable Securities specified in writing by any such Holders to it within 20 days after receipt of said notice, provided that any Holders of any Warrant exercises such of his Warrants within 20 days after receipt of said notice as is necessary to have included in the registration statement the shares of Common Stock so specified by him. Any Holders who participates in the public offering pursuant to such registration statement shall be entitled to all the benefits of this Agreement in connection with any registration hereunder, except as otherwise provided in this Section 3securities. The right to registration provided in this Section is in addition to and not in lieu the Permitted Right Holders of the registration rights provided in Section 2 hereofRegistrable Securities pursuant to this section will be exercisable at their sole discretion upon the execution of this Agreement. (b) All Registration Expenses, as hereinafter defined, in connection with If the managing underwriter of an underwritten offering of securities of the Company pursuant to any registration statement filed pursuant to this under Section 3, whether or not such registration statement becomes effective under the Act, shall be borne by the Company 2.2(a) informs Issuer and the Holders, provided Permitted Right Holders of its belief that the Holders inclusion of Restricted all Registrable Securities then being registered shall pay (pro rata between or among the Holders thereof) proposed to the Company only that portion of such Registration Expenses attributable to the inclusion in such registration statement of such Restricted Registrable Securities (i.e., the marginal amount). Such Holders shall pay all transfer taxes and out-of-pocket expenses incurred by them with respect to the registration and sale of the shares of Restricted Registrable Securities owned by them and be included in such registration statement. Notwithstanding would interfere with the foregoing, in the event the Company fails to file and cause to become effective, and/or thereafter maintain the effectiveness of, a registration statement for the Initial Registration Period as provided for in Section 2 above, all Registration Expenses shall be borne by the Company. successful marketing (cincluding pricing) Notwithstanding anything to the contrary in this Section 3, the Holders of the Restricted Registrable Securities and Warrants shall not shares proposed to be entitled to registered by Issuer, then Issuer will include in any registration statement filed pursuant to this Section 3 Restricted Registrable Securities such registration, to the extent such inclusion would materially and adversely affect the proposed distribution of the Common Stock number which Issuer is advised can be sold in respect of which registration was originally the offering: first, securities proposed by Issuer to be effected. The number of Restricted Registrable Securities to be included by each Holder shall be allocated in accordance with Section 3(e)sold for its ----- own account; and second, below. (d) The piggyback registration rights provided in this Section 3 may be exercised by the Holders of Restricted Registrable Securities from time to time with respect to any or all registrations under the Act of Common Stock of the Company in accordance with the provisions of this Section 3. (e) In any circumstances in which all of the Restricted Registrable Securities requested to be included in a registration cannot be so included as a result of limitations on ------ the aggregate number of shares of Restricted Registrable Securities that may be so includedregistration, pro rata based upon the number of shares of Restricted Registrable Securities that may such securities so proposed to be sold and so included shall requested to be allocated among the Holders of Restricted Registrable Securities pro rata on the basis of the number of shares of Restricted Registrable Securities that would be held by such Holders, assuming exercise of the Warrantsincluded; provided, however, that if any Holder does not request inclusion of the maximum number of Permitted Right Holders will have priority to all shares of Restricted Registrable Securities allocated to him pursuant to the above-described procedure, then the remaining portion of his allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Restricted Registrable Securities which would be held by such Holders, assuming exercise, and this procedure shall be repeated until all of the shares of Restricted Registrable Securities which may be included in the registration have been so allocated. Such allocation shall not operate to reduce the aggregate number of Restricted Registrable Securities permitted sought to be included in such registrationby officers and directors of Issuer as well as holders of ten percent (10%) or more of Issuer's common stock.

Piggyback. REGISTRATION (a) If, prior to the effectiveness of the Initial Registration Statement or If Issuer at any time the Initial Registration Statement is not effective, proposes for any Registrable Securities continue reason to be Restricted Registrable Securities, each time that the Company shall propose the registration register its common stock under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to each Permitted Right Holder of its intention so to register its common stock and, upon the written request, given within 10 business days after delivery of any shares such notice by Issuer, of Common Stock of the Company, other than a registration relating to employee benefit plans, or a corporate reorganization or other transactions under Rule 145, notice of such proposed registration stating the total number of shares proposed to be the subject of such registration shall be given to the Holders of Restricted Registrable Securities and Warrants, if any have not yet been exercised. The Company will use its best efforts Permitted Right Holder to include in any such registration statement filed with the Commission with regard to such proposed registration Registrable Securities (which request shall specify the number of Restricted Registrable Securities specified in writing by any such Holders to it within 20 days after receipt of said notice, provided that any Holders of any Warrant exercises such of his Warrants within 20 days after receipt of said notice as is necessary to have included in the registration statement the shares of Common Stock so specified by him. Any Holders who participates in the public offering pursuant to such registration statement shall be entitled to all the benefits of this Agreement in connection with any registration hereunder, except as otherwise provided in this Section 3. The right to registration provided in this Section is in addition to and not in lieu of the registration rights provided in Section 2 hereof. (b) All Registration Expenses, as hereinafter defined, in connection with the offering of securities of the Company pursuant to any registration statement filed pursuant to this Section 3, whether or not such registration statement becomes effective under the Act, shall be borne by the Company and the Holders, provided that the Holders of Restricted Registrable Securities then being registered shall pay (pro rata between or among the Holders thereof) to the Company only that portion of such Registration Expenses attributable to the inclusion in such registration statement of such Restricted Registrable Securities (i.e., the marginal amount). Such Holders shall pay all transfer taxes and out-of-pocket expenses incurred by them with respect to the registration and sale of the shares of Restricted Registrable Securities owned by them and included in such registration statement. Notwithstanding the foregoing, in the event the Company fails to file and cause to become effective, and/or thereafter maintain the effectiveness of, a registration statement for the Initial Registration Period as provided for in Section 2 above, all Registration Expenses shall be borne by the Company. (c) Notwithstanding anything to the contrary in this Section 3, the Holders of the Restricted Registrable Securities and Warrants shall not be entitled to include in any registration statement filed pursuant to this Section 3 Restricted Registrable Securities to the extent such inclusion would materially and adversely affect the proposed distribution of the Common Stock in respect of which registration was originally to be effected. The number of Restricted Registrable Securities to be included by each Holder shall be allocated in accordance with Section 3(e), below. (d) The piggyback registration rights provided in this Section 3 may be exercised by the Holders of Restricted Registrable Securities from time to time with respect to any or all registrations under the Act of Common Stock of the Company in accordance with the provisions of this Section 3. (e) In any circumstances in which all of the Restricted Registrable Securities requested to be included in a registration cannot be so included as a result of limitations on the aggregate number of shares of Restricted Registrable Securities that may be so included, the number of shares of Restricted Registrable Securities that may be so included shall be allocated among the Holders of Restricted Registrable Securities pro rata on the basis of the number of shares of Restricted Registrable Securities that would be held by such Holders, assuming exercise of the Warrants; provided, however, that if any Holder does not request inclusion of the maximum number of shares of Restricted Registrable Securities allocated to him pursuant to the above-described procedure, then the remaining portion of his allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Restricted Registrable Securities which would be held by such Holders, assuming exercise, and this procedure shall be repeated until all of the shares of Restricted Registrable Securities which may be included in the registration have been so allocated. Such allocation shall not operate to reduce the aggregate number of Restricted Registrable Securities permitted to be included in such registration), Issuer shall use its commercially reasonable best efforts to cause all such Registrable Securities to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided that if, at any time after written notice of its intention to register any offering of securities and prior to the effective date of the registration statement filed in connection with such registration, Issuer will determine for any reason either not to register or to delay registration of such securities, Issuer may, at its election, give written notice of such determination to each Permitted Right Holder and, thereon, (i) in the case of a determination not to register, will be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from the obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, will be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The right provided the Permitted Right Holders of the Registrable Securities pursuant to this section will be exercisable at their sole discretion upon the execution of this Agreement. (b) If Issuer fails to propose to register its common stock under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) within 30 days following the initial closing of its offering of Series A Convertible Preferred Stock, then Issuer shall nevertheless use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Permitted Right Holders request to be registered. If the initial closing of Issuer's offering of Series A Convertible Preferred Stock has not occurred by September 30, 2002, then Issuer shall nevertheless use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Permitted Right Holders request to be registered.