Common use of Participation in Registered Offerings Clause in Contracts

Participation in Registered Offerings. If the Company proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser of its intention to do so. Upon the written request of the Purchaser given within twenty (20) days after receipt of any such notice, the Company shall use its best efforts to cause to be included in such registration any Shares held by the Purchaser requested to be registered; provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the Company, the Purchaser (but not the Company to the extent it desires to include shares for its own account) shall reduce the number of its Shares to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the Company) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company PHT proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser Investor of its intention to do so. Upon the written request of the Purchaser Investor given within twenty (20) days after receipt of any such notice, the Company PHT shall use its best efforts to cause to be included in such registration any Common Shares held by the Purchaser Investor requested to be registered; provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the CompanyPHT, the Purchaser Investor (but not the Company PHT to the extent it desires to include shares for its own account) shall reduce the number of its Common Shares to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the CompanyPHT) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 5.2 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company LTC proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser GAIA Holding Stockholder of its intention to do so. Upon the written request of the Purchaser GAIA Holding Stockholder given within twenty (20) days after receipt of any such notice, the Company LTC shall use its best efforts to cause to be included in such registration any Shares held by the Purchaser GAIA Holding Stockholder requested to be registeredregistered under the Securities Act and any applicable state securities laws; provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such the offering being registered by the CompanyLTC, the Purchaser GAIA Holding Stockholder (but not the Company LTC to the extent it desires to include shares for its own account) shall reduce the number of its Shares to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the CompanyLTC) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 5.10.2 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company PHT proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser Investor of its intention to do so. Upon the written request of the Purchaser Investor given within twenty (20) days after receipt of any such notice, the Company PHT shall use its best efforts to cause to be included in such registration any Common Shares held by the Purchaser Investor requested to be registeredregistered (the "Registrable Securities"); provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the CompanyPHT, the Purchaser Investor (but not the Company PHT to the extent it desires to include shares for its own account) shall reduce the number of its Common Shares to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the CompanyPHT) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser of its intention to do so. Upon the written request of the Purchaser given within twenty (20) days after receipt of any such notice, the Company shall use its best efforts to cause to be included in such registration any Conversion Shares or Registrable Securities (together, "Registrable Securities") held by the Purchaser requested to be registered; provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the Company, the Purchaser (but not the Company to the extent it desires to include shares for its own account) shall reduce the number of its Shares Registrable Securities to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the Company) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 5(a) is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser Buyer of its intention to do so. Upon the written request of the Purchaser Buyer given within twenty (20) days after receipt of any such notice, the Company shall use its best efforts to cause to be included in such registration any Shares or Warrant Shares (together, the "Registrable Securities") held by the Purchaser Buyer requested to be registered; provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the Company, the Purchaser Buyer (but not the Company to the extent it desires to include shares for its own account) shall reduce the number of its Shares Registrable Securities to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the Company) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser Buyer of its intention to do so. Upon the written request of the Purchaser Buyer given within twenty (20) days after receipt of any such notice, the Company shall use its best efforts to cause to be included in such registration any Shares or Warrant Shares (together, the "REGISTRABLE SECURITIES") held by the Purchaser Buyer requested to be registered; provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the Company, the Purchaser Buyer (but not the Company to the extent it desires to include shares for its own account) shall reduce the number of its Shares Registrable Securities to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the Company) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback RegistrationPIGGYBACK REGISTRATION".

Participation in Registered Offerings. If the Company proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser of its intention to do so. Upon the written request of the Purchaser given within twenty (20) days after receipt of any such notice, the Company shall use its best efforts to cause to be included in such registration any Warrant Shares (the "Registrable Securities") held by the Purchaser requested to be registered; provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the Company, the Purchaser (but not the Company to the extent it desires to include shares for its own account) shall reduce the number of its Shares Registrable Securities to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the Company) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 5(a) is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser Buyer of its intention to do so. Upon the written request of the Purchaser Buyer given within twenty (20) days after receipt of any such notice, the Company shall use its best efforts to cause to be included in such registration any Warrant Shares (together, the "Registrable Securities") held by the Purchaser Buyer requested to be registered; provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the Company, the Purchaser Buyer (but not the Company to the extent it desires to include shares for its own account) shall reduce the number of its Shares Registrable Securities to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the Company) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. (“Piggyback Rights”). If the Company at any time or times proposes or is required to register any of its shares Common Stock or other equity securities for its own account or the account of any other holder for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration formsforms and other than shares issued pursuant to any merger, consolidation, tender offer, acquisition of assets or similar transaction), or any applicable state securities law, it will at each such time or times give written notice to the Purchaser Holders of its intention to do so. Upon the written request of the Purchaser given within twenty (20) days after receipt of any such notice, the The Company shall use its commercially reasonable best efforts to cause to be included in such registration any Warrants, Underlying Shares or shares of Restricted Stock held by the Purchaser Holders (or their transferees) or Underlying Shares or shares of Restricted Stock obtainable upon exercise of the Warrant and requested to be registeredregistered under the Securities Act and any applicable state securities laws; provided, provided that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not to materially and adversely to affect the price or salability of such the offering being registered by the Company, the Purchaser Holders (but not the Company to the extent it desires to include shares for its own account) shall reduce on a pro rata basis the number of its Shares their shares (as if exercised or converted, as the case may be) to be included in the registration statement as required by the managing underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the Company) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested Registration pursuant to this Section 5.1 is referred 10.3 shall be in accordance with, and subject to herein as the "Piggyback Registration"provisions of, the “Registration Procedures” set forth in Section 10.4 hereof.

Participation in Registered Offerings. If the Company PHT proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser Investor of its intention to do so. Upon the written request of the Purchaser Investor given within twenty (20) days after receipt of any such notice, the Company PHT shall use its best efforts to cause to be included in such registration any Warrant Shares held by the Purchaser Investor requested to be registeredregistered (the “Registrable Securities”); provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not to materially and adversely to affect the price or salability of such offering being registered by the CompanyPHT, the Purchaser Investor (but not the Company PHT to the extent it desires to include shares for its own account) shall reduce the number of its Warrant Shares to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the CompanyPHT) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser of its intention to do so. Upon the written request of the Purchaser given within twenty (20) days after receipt of any such notice, the Company shall use its best efforts to cause to be included in such registration any Shares shares of common stock issued or issuable under the Note or the Warrants (together, the "Shares") held by the Purchaser requested to be registered; provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the Company, the Purchaser (but not the Company to the extent it desires to include shares for its own account) shall reduce the number of its Shares to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the Company) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company PHT proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser Investor of its intention to do so. Upon the written request of the Purchaser Investor given within twenty (20) days after receipt of any such notice, the Company PHT shall use its best efforts to cause to be included in such registration any Common Shares held by the Purchaser Investor requested to be registeredregistered (the "Registrable Securities"); provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering Exchange Offer being registered by the CompanyPHT, the Purchaser Investor (but not the Company PHT to the extent it desires to include shares for its own account) shall reduce the number of its Common Shares to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the CompanyPHT) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company PHT proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser Investor of its intention to do so. Upon the written request of the Purchaser Investor given within twenty (20) days after receipt of any such notice, the Company PHT shall use its best efforts to cause to be included in such registration any Common Shares held by the Purchaser Investor requested to be registeredregistered (the “Registrable Securities”); provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the CompanyPHT, the Purchaser Investor (but not the Company PHT to the extent it desires to include shares for its own account) shall reduce the number of its Common Shares to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the CompanyPHT) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback Registration".

Participation in Registered Offerings. If the Company PHT proposes or is required to register any of its shares or other equity securities for public sale for cash under the Securities Act of 1933, as amended (the "Act") (other than on Forms S-4 or S-8 or similar registration forms), it will at each such time or times give written notice to the Purchaser Investor of its intention to do so. Upon the written request of the Purchaser Investor given within twenty (20) days after receipt of any such notice, the Company PHT shall use its best efforts to cause to be included in such registration any Warrant Shares held by the Purchaser Investor requested to be registeredregistered (the “Registrable Securities”); provided, that if the managing underwriter advises that less than all of the shares requested to be registered should be offered for sale so as not materially and adversely to affect the price or salability of such offering being registered by the CompanyPHT, the Purchaser Investor (but not the Company PHT to the extent it desires to include shares for its own account) shall reduce the number of its Warrant Shares to be included in the registration statement as required by the underwriter to the extent requisite of all prospective sellers of the securities proposed to be registered (other than the CompanyPHT) on a pro rata basis according to the amounts of securities proposed to be registered by all prospective sellers to permit the sale or other disposition (in accordance with the intended method of disposition thereof as aforesaid) by the prospective seller or sellers of the securities so registered. The registration requested pursuant to this Section 5.1 is referred to herein as the "Piggyback Registration".