Common use of Piggy-Back Registration Right Clause in Contracts

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Option and the holders of any Option Securities the opportunity to register or qualify the Option Securities and any Option Securities underlying the unexercised portion of this Option, if any, at the Company’s sole expense, regardless of whether the Holder or Holders of this Option or the holders of Option Securities or both may have previously availed themselves of any of the registration rights described in this Section 13; provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this subsection 13.2 shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Act or which a form S-4 registration statement could be used. The Company shall deliver written notice to the Holder or Holders of this Option and to any holders of the Option Securities of its intention to file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Option Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Option Securities or the Option Securities underlying the unexercised portion of this Option in accordance with this subsection 13.2. Upon the delivery of such a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering statement all information necessary or advisable to register or qualify the Option Securities or Option Securities underlying the unexercised portion of this Option for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Option Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the Option, Option Securities and Option Securities underlying the unexercised portion of this Option. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Company shall comply with the requirements of this subsection 13.2 and the related requirements of subsection 13.7 at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter’s accountable and nonaccountable expense allowances attributable to the offer and sale of the Option, Option Securities and the Option Securities underlying the unexercised portion of this Option, all of which expenses shall be borne by the Holder or Holders of this Option and the holders of the Option Securities registered or qualified.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Option Warrant and the holders of any Option Warrant Securities the opportunity to register or qualify the Option Warrant Securities and any Option Securities underlying the unexercised portion of this Option, if any, at the Company’s 's sole expense, regardless of whether the Holder or Holders of this Option Warrant or the holders of Option Warrant Securities or both may have previously availed themselves of any of the registration rights described in this Section 13(8); provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this subsection 13.2 Section (8.2) shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Act or which a form S-4 registration statement could be used; nor shall it be applicable to the first underwritten registered public offering of the Company. The Company shall deliver written notice to the Holder or Holders of this Option Warrant and to any holders of the Option Warrant Securities of its intention to file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Option Warrant Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Option Warrant Securities or the Option Warrant Securities underlying the unexercised portion of this Option Warrant in accordance with this subsection 13.2Section (8.2). Upon the delivery of such a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering statement all information necessary or advisable to register or qualify the Option Warrant Securities or Option Warrant Securities underlying the unexercised portion of this Option Warrant for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Option Warrant Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the OptionWarrant, Option Warrant Securities and Option Warrant Securities underlying the unexercised portion of this OptionWarrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise as part of the written notice given pursuant to this Section. In such event, the right of any Warrantholder or holder of Shares to registration pursuant to this Section (8.2) shall be conditioned upon such holder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. All holders proposing to distribute their Shares through such underwriting shall (together with the Company and the other holders distributing their Shares through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, such underwriter may limit the amount of securities to be included in the registration and underwriting by the holders of Company securities exercising "piggyback" registration rights (including the Warrantholder and each holder of Warrants and Shares). The Company shall so advise all such holders, and the number of shares of such securities that may be included in the registration and underwriting shall be allocated (a) first to investors who purchased securities in the Company's private placement made pursuant to a Confidential Private Placement Memorandum dated July 28, 1995; and (b) then if the limitation provides for additional securities to be included, among all of the Warrantholders (including the holders of the warrants pursuant to this Agreement and holders of warrants issued pursuant to the 1996 and 1997 Warrant Agreement) in proportion, as nearly as practicable, to the respective amounts of securities requested to be included in such registration held by such holders at the time of filing the registration statement, provided, however, that no security holder other than one exercising a demand registration right and other than as specifically referenced herein shall have superior rights with respect to inclusion in a registration than those of the Warrantholder and each holder of Warrants and Shares and if any party is granted such superior rights hereafter the Warrantholder and each holder of Warrants and Shares shall be deemed to be automatically granted similar rights. The Company shall advise all such holders of any such limitations and of the number or securities that may be included in the registration. Any securities excluded or withdrawn from such underwriting shall not be transferred prior to one hundred twenty (120) days after the effective date of the registration statement relating thereto, or such shorter period of time as the underwriters may require. The Company shall comply with the requirements of this subsection 13.2 Section (8.2) and the related requirements of subsection 13.7 Section (8.6) at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, ; accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter’s 's accountable and nonaccountable expense allowances attributable to the offer and sale of the OptionWarrant, Option Warrant Securities and the Option Warrant Securities underlying the unexercised portion of this OptionWarrant, or the fees and expenses of any legal counsel retained by a Holder, all of which expenses shall be borne by the Holder or Holders of this Option Warrant and the holders of the Option Warrant Securities registered or qualified.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Option the Options and the holders of any Option Securities the opportunity to register or qualify the Option Securities and any Option Securities underlying the unexercised portion of this Optionthe Options, if any, at the Company’s 's sole expense, regardless of whether the Holder or Holders of this Option the Options or the holders of Option Securities or both may have previously availed themselves of any of the registration rights described in this Section 138; provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this subsection 13.2 8.2 shall not be applicable to a registration statement registering securities issued or issuable pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Act or which a form S-4 registration statement could be used. The Company shall deliver written notice to the Holder or Holders of this Option the Options and to any holders of the Option Securities of its intention to file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Option Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Option Securities or the Option Securities underlying the unexercised portion of this Option the Options in accordance with this subsection 13.28.2. Upon the delivery of such a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering statement all information necessary or advisable to register or qualify the Option Securities or Option Securities underlying the unexercised portion of this Option the Options for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Option Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the Option, Option Securities and Option Securities underlying the unexercised portion of this Optionthe Options. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Company shall comply with the requirements of this subsection 13.2 8.2 and the related requirements of subsection 13.7 8.7 at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter’s 's accountable and nonaccountable expense allowances attributable to the offer and sale of the Option, Option Securities and the Option Securities underlying the unexercised portion of this Optionthe Options, all of which expenses shall be borne by the Holder or Holders of this Option the Options and the holders of the Option Securities registered or qualified.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Option Warrant and the holders of any Option Warrant Securities the opportunity to register or qualify the Option Warrant Securities and any Option Securities underlying the unexercised portion of this Option, if any, at the Company’s 's sole expense, regardless of whether the Holder or Holders of this Option Warrant or the holders of Option Warrant Securities or both may have previously availed themselves of any of the registration rights described in this Section 13(8); provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this subsection 13.2 Section (8.2) shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Act or which a form S-4 registration statement could be used; nor shall it be applicable to the first underwritten registered public offering of the Company. The Company shall deliver written notice to the Holder or Holders of this Option Warrant and to any holders of the Option Warrant Securities of its intention to file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Option Warrant Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Option Warrant Securities or the Option Warrant Securities underlying the unexercised portion of this Option Warrant in accordance with this subsection 13.2Section (8.2). Upon the delivery of such a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering statement all information necessary or advisable to register or qualify the Option Warrant Securities or Option Warrant Securities underlying the unexercised portion of this Option Warrant for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Option Warrant Xxxxxx Dental Management 1997 Warrants Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the OptionWarrant, Option Warrant Securities and Option Warrant Securities underlying the unexercised portion of this OptionWarrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise as part of the written notice given pursuant to this Section. In such event, the right of any Warrantholder or holder of Shares to registration pursuant to this Section (8.2) shall be conditioned upon such holder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. All holders proposing to distribute their Shares through such underwriting shall (together with the Company and the other holders distributing their Shares through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, such underwriter may limit the amount of securities to be included in the registration and underwriting by the holders of Company securities exercising "piggyback" registration rights (including the Warrantholder and each holder of Warrants and Shares). The Company shall so advise all such holders, and the number of shares of such securities that may be included in the registration and underwriting shall be allocated (a) first to investors who purchased securities in the Company's private placement made pursuant to a Confidential Private Placement Memorandum dated July 28, 1995; and (b) then if the limitation provides for additional securities to be included, among all of the Warrantholders (including the holders of the warrants pursuant to this Agreement and holders of warrants issued pursuant to the 1995 and 1996 Warrant Agreement) in proportion, as nearly as practicable, to the respective amounts of securities requested to be included in such registration held by such holders at the time of filing the registration statement, provided however, that no security holder other than one exercising a demand registration right and other than as specifically referenced herein shall have superior rights with respect to inclusion in a registration than those of the Warrantholder and each holder of Warrants and Shares and if any party is granted such superior rights hereafter the Warrantholder and each holder of Warrants and Shares shall be deemed to be automatically granted similar rights. The Company shall advise all such holders of any such limitations and of the number or securities that may be included in the registration. Any securities excluded or withdrawn from such underwriting shall not be transferred prior to one hundred twenty (120) days after the effective date of the registration statement relating thereto, or such shorter period of time as the underwriters may require. The Company shall comply with the requirements of this subsection 13.2 Section (8.2) and the related requirements of subsection 13.7 Section (8.6) at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter’s 's accountable and nonaccountable expense allowances attributable to the offer and sale of the OptionWarrant, Option Warrant Securities and the Option Warrant Securities underlying the unexercised portion of this OptionWarrant, or the fees and expenses of any legal counsel retained by a Holder, all of which expenses shall be borne by the Holder or Holders of this Option Warrant and the holders of the Option Warrant Securities registered or qualified.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Option Warrant and the holders of any Option Warrant Securities the opportunity to register or qualify the Option Warrant Securities and any Option Securities underlying the unexercised portion of this Option, if any, at the Company’s 's sole expense, regardless of whether the Holder or Holders of this Option Warrant or the holders of Option Warrant Securities or both may have previously availed themselves of any of the registration rights described in this Section 13(8); provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this subsection 13.2 Section (8.2) shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Act or which a form S-4 registration statement could be used; nor shall it be applicable to the first underwritten registered public offering of the Company. The Company shall deliver written notice to the Holder or Holders of this Option Warrant and to any holders of the Option Warrant Securities of its intention to file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Option Warrant Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Option Warrant Securities or the Option Warrant Securities underlying the unexercised portion of this Option Warrant in accordance with this subsection 13.2Section (8.2). Upon the delivery of such a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering statement all information necessary or advisable to register or qualify the Option Warrant Securities or Option Warrant Securities underlying the unexercised portion of this Option Warrant for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Option Warrant Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the OptionWarrant, Option Warrant Securities and Option Warrant Securities underlying the unexercised portion of this OptionWarrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise as part of the written notice given pursuant to this Section. In such event, the right of any Warrantholder or holder of Shares to registration pursuant to this Section (8.2) shall be conditioned upon such holder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. All holders proposing to distribute their Shares through such underwriting shall (together with the Company and the other holders distributing their Shares through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, such underwriter may limit the amount of securities to be included in the registration and underwriting by the holders of Company securities exercising "piggyback" registration rights (including the Warrantholder and each holder of Warrants and Shares). The Company shall so advise all such holders, and the number of shares of such securities that may be included in the registration and underwriting shall be allocated among all of such holders, in proportion, as nearly as practicable, to the respective amounts of securities requested to be included in such registration held by such holders at the time of filing the registration statement, provided, however, that no security holder other than one exercising a demand registration right shall have superior rights with respect to inclusion in a registration than those of the Warrantholder and each holder of Warrants and Shares and if any party is granted such superior rights hereafter the Warrantholder and each holder of Warrants and Shares shall be deemed to be automatically granted similar rights. The Company shall advise all such holders of any such limitations and of the number or securities that may be included in the registration. Any securities excluded or withdrawn from such underwriting shall not be transferred prior to one hundred twenty (120) days after the effective date of the registration statement relating thereto, or such shorter period of time as the underwriters may require. The Company shall comply with the requirements of this subsection 13.2 Section (8.2) and the related requirements of subsection 13.7 Section (8.6) at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter’s 's accountable and nonaccountable expense allowances attributable to the offer and sale of the OptionWarrant, Option Warrant Securities and the Option Warrant Securities underlying the unexercised portion of this OptionWarrant, all of which expenses shall be borne by the Holder or Holders of this Option Warrant and the holders of the Option Warrant Securities registered or qualified.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Option Warrant and the holders of any Option Warrant Securities the opportunity to register or qualify the Option Warrant Securities and any Option Warrant Securities underlying the unexercised portion of this OptionWarrant, if any, at the Company’s 's sole expense, regardless of whether the Holder or Holders of this Option Warrant or the holders of Option Warrant Securities or both may have previously availed themselves of any of the registration rights described in this Section 13; provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this subsection 13.2 shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Act or which a form S-4 registration statement could be used. The Company shall deliver written notice to the Holder or Holders of this Option Warrant and to any holders of the Option Warrant Securities of its intention to file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Option Warrant Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Option Warrant Securities or the Option Warrant Securities underlying the unexercised portion of this Option Warrant in accordance with this subsection 13.2. Upon the delivery of such a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering statement all information necessary or advisable to register or qualify the Option Warrant Securities or Option Warrant Securities underlying the unexercised portion of this Option Warrant for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Option Warrant Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the OptionWarrant, Option Warrant Securities and Option Warrant Securities underlying the unexercised portion of this OptionWarrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Company shall comply with the requirements of this subsection 13.2 and the related requirements of subsection 13.7 at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter’s 's accountable and nonaccountable expense allowances attributable to the offer and sale of the OptionWarrant, Option Warrant Securities and the Option Warrant Securities underlying the unexercised portion of this OptionWarrant, all of which expenses shall be borne by the Holder or Holders of this Option Warrant and the holders of the Option Warrant Securities registered or qualified.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Option Warrant and the holders of any Option Warrant Securities the opportunity to register or qualify the Option Warrant Securities and any Option Securities underlying the unexercised portion of this Option, if any, at the Company’s 's sole expense, regardless of whether the Holder or Holders of this Option Warrant or the holders of Option Warrant Securities or both may have previously availed themselves of any of the registration rights described in this Section 13(8); provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this subsection 13.2 Section (8.2) shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Act or which a form S-4 registration statement could be used; nor shall it be applicable to the first underwritten registered public offering of the Company. The Company shall deliver written notice to the Holder or Holders of this Option Warrant and to any holders of the Option Warrant Securities of its intention to file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Option Warrant Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Option Warrant Securities or the Option Warrant Securities underlying the unexercised portion of this Option Warrant in accordance with this subsection 13.2Section (8.2). Upon the delivery of such a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering statement all information necessary or advisable to register or qualify the Option Warrant Securities or Option Warrant Securities underlying the unexercised portion of this Option Warrant for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Option Warrant Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the OptionWarrant, Option Warrant Securities and Option Warrant Securities underlying the unexercised portion of this OptionWarrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise as part of the written notice given pursuant to this Section. In such event, the right of any Warrantholder or holder of Shares to registration pursuant to this Section (8.2) shall be conditioned upon such holder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. All holders proposing to distribute their Shares through such underwriting shall (together with the Company and the other holders distributing their Shares through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, such underwriter may limit the amount of securities to be included in the registration and underwriting by the holders of Company securities exercising "piggyback" registration rights (including the Warrantholder and each holder of Warrants and Shares). The Company shall so advise all such holders, and the number of shares of such securities that may be included in the registration and underwriting shall be allocated among all of such holders, in proportion, as nearly as practicable, to the respective amounts of securities requested to be included in such registration held by such holders at the time of filing the registration statement, PROVIDED, HOWEVER, that no security holder other than one exercising a demand registration right shall have superior rights with respect to inclusion in a registration than those of the Warrantholder and each holder of Warrants and Shares and if any party is granted such superior rights hereafter the Warrantholder and each holder of Warrants and Shares shall be deemed to be automatically granted similar rights. The Company shall advise all such holders of any such limitations and of the number or securities that may be included in the registration. Any securities excluded or withdrawn from such underwriting shall not be transferred prior to one hundred twenty (120) days after the effective date of the registration statement relating thereto, or such shorter period of time as the underwriters may require. The Company shall comply with the requirements of this subsection 13.2 Section (8.2) and the related requirements of subsection 13.7 Section (8.6) at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter’s 's accountable and nonaccountable expense allowances attributable to the offer and sale of the OptionWarrant, Option Warrant Securities and the Option Warrant Securities underlying the unexercised portion of this OptionWarrant, all of which expenses shall be borne by the Holder or Holders of this Option Warrant and the holders of the Option Warrant Securities registered or qualified.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Option Warrant and the holders of any Option Warrant Securities the opportunity to register or qualify the Option Warrant Securities and any Option Warrant Securities underlying the unexercised portion of this OptionWarrant, if any, at the Company’s 's sole expense, regardless of whether the Holder or Holders of this Option Warrant or the holders of Option Warrant Securities or both may have previously availed themselves of any of the registration rights described in this Section 13; provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this subsection 13.2 shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Act or for which a form S-4 registration statement could be used. The Company shall deliver written notice to the Holder or Holders of this Option Warrant and to any holders of the Option Warrant Securities of its intention to file a registration statement or Regulation A offering statement under the Act at least 60 sixty (60) days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Option Warrant Securities shall have 30 thirty (30) days thereafter to request in writing that the Company register or qualify the Option Warrant Securities or the Option Warrant Securities underlying the unexercised portion of this Option Warrant in accordance with this subsection 13.2. Upon the delivery of such a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering statement all information necessary or advisable to register or qualify the Option Warrant Securities or Option Warrant Securities underlying the unexercised portion of this Option Warrant for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Option Warrant Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the OptionWarrant, Option Warrant Securities and Option Warrant Securities underlying the unexercised portion of this OptionWarrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Company shall comply with the requirements of to this subsection 13.2 and the related requirements of subsection 13.7 at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter’s 's accountable and nonaccountable expense allowances attributable to the offer and sale of the OptionWarrant, Option Warrant Securities and the Option Warrant Securities underlying the unexercised portion of this OptionWarrant, all of which expenses shall be borne by the Holder or Holders of this Option Warrant and the holders of the Option Warrant Securities registered or qualified.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Option and the holders of any Option Securities the opportunity to register or qualify the Option Securities and any Option Securities underlying the unexercised portion of this Option, if any, at the Company’s 's sole expense, regardless of whether the Holder or Holders of this Option or the holders of Option Securities or both may have previously availed themselves of any of the registration rights described in this Section 13; provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this subsection 13.2 shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Act or which a form S-4 registration statement could be used. The Company shall deliver written notice to the Holder or Holders of this Option and to any holders of the Option Securities of its intention to file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Option Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Option Securities or the Option Securities underlying the unexercised portion of this Option in accordance with this subsection 13.2. Upon the delivery of such a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering statement all information necessary or advisable to register or qualify the Option Securities or Option Securities underlying the unexercised portion of this Option for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Option Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the Option, Option Securities and Option Securities underlying the unexercised portion of this Option. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Company shall comply with the requirements of this subsection 13.2 and the related requirements of subsection 13.7 at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter’s 's accountable and nonaccountable expense allowances attributable to the offer and sale of the Option, Option Securities and the Option Securities underlying the unexercised portion of this Option, all of which expenses shall be borne by the Holder or Holders of this Option and the holders of the Option Securities registered or qualified. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise as part of the written notice given pursuant to this Section. In such event, the right of any Optionholder or holder of Shares to registration pursuant to Section 13.2 shall be conditioned upon such holder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. All holders proposing to distribute their Shares through such underwriting shall (together with the Company and the other holders distributing their Shares through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, such underwriter may limit the amount of securities to be included in the registration and underwriting by the holders of Company securities exercising "piggyback" registration rights (including the Optionholder and each holder of Options and Shares). The Company shall so advise all such holders, and the number of shares of such securities that may be included in the registration and underwriting shall be allocated among all of such holders, in proportion, as nearly as practicable, to the respective amounts of securities requested to be included in such registration held by such holders at the time of filing the registration statement, PROVIDED, HOWEVER, that no security holder other than one exercising a demand registration right shall have superior rights with respect to inclusion in a registration than those of the Optionholder and each holder of Options and Shares and if any party is granted such superior rights hereafter the Optionholder and each holder of Options and Shares shall be deemed to be automatically granted similar rights. The Company shall advise all such holders of any such limitations and of the number or securities that may be included in the registration. Any securities excluded or withdrawn from such underwriting shall not be transferred prior to one hundred twenty (120) days after the effective date of the registration statement relating thereto, or such shorter period of time as the underwriters may require.