Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. a) For a period of twelve (12) months following the Closing Date, the Company shall notify the Holder in writing at least twenty (20) days prior to the filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Warrant Shares) and will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares held by the Holder. In the event the Holder desires to include in any such registration statement all or any part of the Warrant Shares held by the Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Warrant Shares that the Holder wishes to include in such registration statement. If the Holder decides not to include all of its Warrant Shares and in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following the Closing Date, the Company shall notify the Holder Subscriber in writing at least twenty (20) days prior to the filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Warrant SharesSecurities) and will afford the Holder Subscriber an opportunity to include in such registration statement all or part of the Warrant Shares Securities held by the HolderSubscriber. In the event the Holder Subscriber desires to include in any such registration statement all or any part of the Warrant Shares Securities held by the HolderSubscriber, the Holder Subscriber shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Warrant Shares Securities that the Holder Subscriber wishes to include in such registration statement. If the Holder Subscriber decides not to include all of its Warrant Shares Securities and in any registration statement thereafter filed by the Company, the Holder Subscriber shall nevertheless continue to have the right to include any Warrant Shares Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following If, during the Closing DateRegistration Rights Period, the Company shall notify propose to file a Registration Statement under the Holder in writing at least twenty (20) days prior Securities Act relating to the filing of any registration statement under Securities Act, in connection with a public offering of shares Common Stock or other securities (other than in connection with an Excluded Registration or a Registration Statement filed pursuant to Section 3 of the Series A Registration Rights Agreement that does not involve an Underwritten Offering) for the Company’s common stock 's own account or for the account of any holder or holders of Common Stock or other securities (including, but not limited towithout limitation, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (Holder or any successor Series A Preferred Stockholder) pursuant to the exercise of registration rights (each such Person or substantially similar formPersons for whose account such a Registration Statement is proposed to be filed, an "Initiating Securityholder"), or in each case, on a registration form and in a manner that would permit the registration of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant Registrable Securities for sale to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated the public under the Securities Act, the Company shall (x) give written notice at least 15 Business Days prior to the filing thereof to each Holder, specifying the approximate date on which the Company proposes to file such Registration Statement and advising such Holder of its right to have any or (iii) on any registration form that does not permit secondary sales or does not include substantially all of the same information as would be required Registrable Securities of such Holder included among the securities to be included in a registration statement covering covered thereby, and (y) at the resale written request of the Warrant Shares) and will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares held by the Holder. In the event the Holder desires to include in any such registration statement all or any part of Holder given to the Warrant Shares held by Company within 15 Business Days after written notice from the Company has been given to the Holder, include among the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including securities covered by such Registration Statement the number of Registrable Securities which such Warrant Shares that Holder (a "Requesting Holder") shall have requested be so included (subject, however, to reduction, in accordance with the Holder wishes to include in such registration statement. If the Holder decides not to include all applicable provisions of its Warrant Shares and in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth hereinSection 6).

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following the Closing Dateso long as any Purchaser holds Securities, the Company shall notify the Holder Purchasers in writing at least twenty thirty (2030) days prior to the filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock (Common Stock, including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Warrant Shares) Underlying Shares and will afford the Holder each Purchaser an opportunity to include in such registration statement all or part of the Warrant Underlying Shares held by or underlying and Debentures or Warrants held by such Purchaser (the Holder“Purchaser Shares”). In the event the Holder a Purchaser desires to include in any such registration statement all or any part of the Warrant Shares held by the Holderits Purchaser Shares, the Holder such Purchaser shall within ten twenty-five (1025) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Warrant Purchaser Shares that the Holder such Purchaser wishes to include in such registration statement. If the Holder a Purchaser decides not to include all of its Warrant Purchaser Shares and in any registration statement thereafter filed by the Company, the Holder such Purchaser shall nevertheless continue to have the right to include any Warrant Purchaser Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following the Closing Date, the The Company shall notify the Holder undersigned in writing at least twenty (20) days prior to the filing of any registration statement under the Securities Act of 1933, as amended (the “Securities Act”), in connection with a public offering of shares of the Company’s common stock Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”)) and will afford the Holder undersigned an opportunity to include in such registration statement all or part of the Warrant Shares held by the Holderundersigned. In the event the Holder undersigned desires to include in any such registration statement all or any part of the Warrant Shares held by the Holderundersigned, the Holder undersigned shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Warrant Shares that the Holder undersigned wishes to include in such registration statement. If the Holder undersigned decides not to include all of its Warrant Shares and in any registration statement thereafter filed by the Company, Company the Holder undersigned shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following the Closing Dateso long as any Purchaser holds Securities, the Company shall notify the Holder Purchasers in writing at least twenty thirty (2030) days prior to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of the Company’s common stock (Common Stock, including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued 20 or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Warrant Shares) Underlying Shares and will afford the Holder each Purchaser an opportunity to include in such registration statement all or part of the Warrant Underlying Shares held by or underlying any Debentures or Warrants held by such Purchaser (the Holder“Purchaser Shares”). In the event the Holder a Purchaser desires to include in any such registration statement all or any part of the Warrant Shares held by the Holderits Purchaser Shares, the Holder such Purchaser shall within ten twenty-five (1025) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Warrant Purchaser Shares that the Holder such Purchaser wishes to include in such registration statement. If the Holder a Purchaser decides not to include all of its Warrant Purchaser Shares and in any registration statement thereafter filed by the Company, the Holder such Purchaser shall nevertheless continue to have the right to include any Warrant Purchaser Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. a3.1 If the Company proposes to file, on its own behalf or on behalf of any holder of Common Stock or other securities of the Company, a Registration Statement under the Securities Act on Form S-1 or S-3 or similar forms available for use by the Company, other than pursuant to Section 2 of this Agreement or Section 4 of that certain Stockholders Agreement (the “Stockholders Agreement”) For dated as of December 6, 2012 by and between the Company and CPP Investment Board PMI-2 Inc. (“CPPIB”), or on Form S-8 in connection with a period of twelve (12) months following the Closing Datedividend reinvestment, employee stock purchase, option or similar plan or on Form S-4 in connection with a merger, consolidation or reorganization, the Company shall notify the Holder in writing give written notice to each Stockholder at least twenty (20) days prior to the filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Warrant Shares) and will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares held by the Holder. In the event the Holder desires to include in any such registration statement all or any part of the Warrant Shares held by the Holder, the Holder shall within ten (10) days after before the above-described notice from filing with the Company, so notify the Company in writing, including the number Commission of such Warrant Shares that the Holder wishes Registration Statement. Such notice shall offer to include in such registration statementfiling all or a portion of the Registrable Securities owned by each Stockholder. If the Holder decides not a Stockholder desires to include all or a portion of its Warrant Shares Registrable Securities in such Registration Statement, it shall give written notice to the Company within three (3) business days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for purposes of this Section 3, “Shares”). The Company shall thereupon include in such filing the Shares, subject to priorities in registration set forth in this Agreement, and in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue subject to have the its right to withdraw such filing, and shall use its reasonable best efforts to effect the registration under the Securities Act of the Shares. Notwithstanding anything in this Section 3 to the contrary, in the event that CPPIB elects to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by shares of common stock of the Company with respect in such Registration Statement pursuant to the offering exercise of its piggy-back rights under Section 5 of the securitiesStockholders Agreement, all upon then the terms Company will include in such Registration Statement the Registrable Securities owned by participating Stockholders and conditions set forth hereinthe common stock held by CPPIB pro rata on the basis of the amount of shares of common stock (including Registrable Shares) so proposed to be sold and so requested to be included by Stockholders and CPPIB.

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following Whenever during the Closing Date, Effective Period the Company shall notify the Holder in writing at least twenty (20) days prior propose to the filing of any file a registration statement under the Securities ActAct relating to the public offering of Common Stock or any other security of the Company that is also a Registrable Security for the Company's own account (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms to Form S-4 or Form S-8, or filed in connection with a public an exchange offer or an offering of shares securities solely to existing stockholders or employees of the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings ) or for the account of securities any Demand Holders or other holder of Common Stock or any other security of the Company but excluding any that is also a Registrable Security (the "Initiating Holder(s)") and on a form and in a manner that would permit registration statements (i) on Form S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant Registrable Securities for sale to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated the public under the Securities Act, or the Company shall (iiii) give written notice at least 20 Business Days prior to the filing thereof to each Holder of Registrable Securities then outstanding, specifying the approximate date on any registration form that does not permit secondary sales or does not include substantially which the same information as would be required Company proposes to be included in a registration statement covering the resale of the Warrant Shares) and will afford the Holder an opportunity to include in file such registration statement and advising such Holder of its right to have any or all or part of the Warrant Shares Registrable Securities then held by such Holder included among the Holder. In securities to be covered thereby and (ii) at the event the Holder desires to include in written request of any such registration statement all or any part of Holder given to the Warrant Shares held by the Holder, the Holder shall Company within ten (10) 15 days after the above-described such Holder's receipt of such written notice from the Company, so notify use its reasonable best efforts to include among the Company in writing, including securities covered by such registration statement the number of Registrable Securities which such Warrant Shares that Holder ("Requesting Holder") shall have requested be so included (subject, however, to reduction in accordance with paragraph (b) of this Section). The Company shall not select a form of Registration Statement under the Holder wishes Securities Act which would restrict the Holders' ability to include sell Registrable Securities thereunder if another form of Registration Statement is available, the use of which, in such registration statement. If the Holder decides not to include all reasonable judgment of its Warrant Shares and in any registration statement thereafter filed by the Company, would not (i) give rise to any additional Registration Expenses or (ii) be reasonably likely to cause any delay in the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth hereineffectiveness thereof.

Piggy-Back Registration Rights. aIf at any time the Company shall determine to register pursuant to an underwritten public offering under the 1933 Act any of its Common Stock for its own account, or the account of other stockholders of the Company desiring to sell "restricted securities" of the Company (as defined in Rule 144 of the 1933 Act) For a period pursuant to an undxxxxxxxxn public offering, it shall send to the Holder written notice of twelve (12) months following the Closing Datesuch determination and, if within 15 calendar days after receipt of such notice, Holder shall so request in writing, the Company shall notify the Holder in writing at least twenty (20) days prior to the filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Warrant Shares) and will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares held by the Holder. In the event the Holder desires to include in any such registration statement all or any part of the Warrant Shares held Registrable Securities the Holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares of Common Stock to be issued by the HolderCompany in connection with any acquisition of any entity or business, or shares of Common Stock issuable in connection with any stock option, stock purchase plan or other employee benefit plan. If, in connection with any offering involving an underwriting of Common Stock to be issued for the account of the Company or selling securityholders, the Holder managing underwriter shall within ten (10) days after impose a limitation on the above-described notice from number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of the Common Stock and to maintain a stable market for the securities of the Company, so notify then the Company in writing, including the number of such Warrant Shares that the Holder wishes shall be obligated to include in such registration statement. If statement only such limited portion of the stock with respect to which the Holder decides not has requested inclusion hereunder, on a pro rata basis based on the number of shares of Common Stock owned by the Holder and all other selling securityholders, other than securityholders whose shares are to include all of its Warrant Shares and be included in any such registration statement thereafter filed pursuant to the exercise of demand registration rights under any agreement with the Company (a "Demand Securityholder"); provided, however, there shall be no reduction in the number of shares included therein by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent or if such registration statement or registration statements as may be is filed at the request of a Demand Securityholder, by the Company with respect to the offering of the securities, all upon the terms and conditions set forth hereinsuch Demand Securityholder.

Piggy-Back Registration Rights. (a) For a period Except in the case of twelve (12) months following an initial public offering of securities in which the Closing Dateonly securities offered are for the Company's own account, whenever during the Effective Period the Company shall notify the Holder in writing at least twenty (20) days prior propose to the filing of any file a registration statement under the Securities ActAct relating to the public offering of Common Stock for the Company's own account (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms, or filed in connection with a public an exchange offer or an offering of shares securities solely to existing stockholders or employees of the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of ) or for the Company but excluding any registration statements (i) on Form S-8 (or any successor or substantially similar form), or account of any employee stock option, stock purchase or compensation plan or holder of securities issued or issuable pursuant Common Stock (the "Initiating Holder") and on a form in a manner that would permit registration of Registrable Securities for sale to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated the public under the Securities Act, or the Company shall (iiii) give written notice at least 20 Business Days prior to the filing thereof to each Holder of Registrable Securities then outstanding, specifying the approximate date on any registration form that does not permit secondary sales or does not include substantially which the same information as would be required Company proposes to be included in a registration statement covering the resale of the Warrant Shares) and will afford the Holder an opportunity to include in file such registration statement and advising such Holder of its right to have any or all or part of the Warrant Shares Registrable Securities then held by such Holder included among the Holder. In securities to be covered thereby and (ii) at the event the Holder desires to include in written request of any such registration statement all or any part of Holder given to the Warrant Shares held by the Holder, the Holder shall Company within ten (10) 15 days after the above-described such Holder's receipt of written notice from the Company, so notify include among the Company in writing, including securities covered by such registration statement the number of Registrable Securities which such Warrant Shares Holder (the "Requesting Holder") shall have requested be so included (subject, however, to reduction in accordance with paragraph (b) of this Section), provided that if the offering covered by such registration statement is not underwritten and the Initiating Holder wishes is a party or parties exercising demand registration rights pursuant to the Shareholders Agreement, dated December 8, 1999, among the Company, AT&T, SL Participacoes S.A. and AT&T Shareholder, the Company will not include in such Registrable Securities without the prior written consent of the holders of a majority of the shares of such Initiating Holder covered by such registration statement. If the Holder decides not to include all of its Warrant Shares and in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following If, during the Closing DateRegistration Rights Period, the Company shall notify propose to file a Registration Statement under the Holder in writing at least twenty (20) days prior Securities Act relating to the filing of any registration statement under Securities Act, in connection with a public offering of shares Common Stock or other securities (other than in connection with an Excluded Registration, a Registration Statement filed pursuant to Section 3 of the Series A Registration Rights Agreement or a Registration Statement filed pursuant to Section 3 of the WCAS Registration Rights Agreement) for the Company’s common stock own account or for the account of any holder or holders of Common Stock or other securities (including, but not limited towithout limitation, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (Series A Preferred Stockholder or any successor WCAS Securityholder) pursuant to the exercise of registration rights (each such Person or substantially similar formPersons for whose account such a Registration Statement is proposed to be filed, an “Initiating Securityholder”), or in each case, on a registration form and in a manner that would permit the registration of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant Registrable Securities for sale to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated the public under the Securities Act, the Company shall (x) give written notice at least 15 Business Days prior to the filing thereof to each Holder, specifying the approximate date on which the Company proposes to file such Registration Statement and advising such Holder of its right to have any or (iii) on any registration form that does not permit secondary sales or does not include substantially all of the same information as would be required Registrable Securities of such Holder included among the securities to be included in a registration statement covering covered thereby, and (y) at the resale written request of the Warrant Shares) and will afford the Holder an opportunity to include in such registration statement all or part of the Warrant Shares held by the Holder. In the event the Holder desires to include in any such registration statement all or any part of Holder given to the Warrant Shares held by Company within 15 Business Days after written notice from the Company has been given to the Holder, include among the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including securities covered by such Registration Statement the number of Registrable Securities which such Warrant Shares that Holder (a “Requesting Holder”) shall have requested be so included (subject, however, to reduction, in accordance with the Holder wishes to include in such registration statement. If the Holder decides not to include all applicable provisions of its Warrant Shares and in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth hereinSection 6).

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following the Closing Date, the The Company shall notify the Holder Consultant in writing at least twenty (20) days prior to the filing of any registration statement under the Securities Act of 1933, as amended (the “Securities Act”), in connection with a public offering of shares of the Company’s 's common stock (the “Common Stock”) (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Warrant Shares) Consulting Shares and will afford the Holder Consultant an opportunity to include in such registration statement all or part of the Warrant Consulting Shares held by the HolderConsultant. In the event the Holder Consultant desires to include in any such registration statement all or any part of the Warrant Consulting Shares held by the HolderConsultant, the Holder Consultant shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Warrant Consulting Shares that the Holder Consultant wishes to include in such registration statement. If the Holder Consultant decides not to include all of its Warrant his Consulting Shares and in any registration statement thereafter filed by the Company, the Holder Company Consultant shall nevertheless continue to have the right to include any Warrant Consulting Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following the Closing Date, the Company shall notify the Holder in writing at least twenty (20) days At any time prior to the filing fifth anniversary of any the Lock-up Expiration Date (the "Termination Date"), whenever the Company proposes to file a registration statement under the Securities ActAct with the Commission with respect to an underwritten offering of Common Stock for cash by the Company for its own account, other than a registration relating to the offering or issuance of Common Stock in connection with a public offering of shares of the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) employee compensation or benefit plans on Form S-8 (or any successor form) or substantially similar on Form S-4 (or any successor form) relating solely to a transaction within the scope of Rule 145, then the Company shall in each case give written notice (a "Registration Notice") of such proposed filing to the Holders at least 20 days before the anticipated filing date. Such notice shall specify the approximate date on which the Company proposes to file such registration statement and shall offer the Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a "Piggy-back Registration"), . Each Holder desiring to participate in such offering shall notify the Company no later than ten days following the receipt of the Registration Notice of the aggregate number of shares of Registrable Securities that such Holder desires to sell in the offering. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant a proposed underwritten offering to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered permit the Registrable Securities requested by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required Holders to be included in a the registration statement covering for such offering to be included on the resale same terms and conditions as any similar securities of the Warrant Shares) Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advises the Company that the total amount of Common Stock which the Company, such Holders and will afford the Holder an opportunity any other Persons intend to include in such registration statement all or part offering is sufficiently large to materially and adversely affect the success of such offering, then the Warrant Shares held by the Holder. In the event the Holder desires amount of Common Stock to include in any such registration statement all or any part of the Warrant Shares held by the Holderbe offered shall be allocated first, the Holder shall within ten (10) days after the above-described notice from to the Company; second, so notify to the Company in writing, including Holders on a pro rata basis based upon the number of shares of Common Stock that each such Warrant Shares that the Holder wishes has requested to include be included in such registration statement. If the Holder decides not ; and, third, to include all any stockholder of its Warrant Shares and in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect (other than a Holder) pro rata to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering of to the securitiesamount recommended by such managing underwriter; provided, all however, that the reduction imposed upon the terms and conditions set forth herein.Holders shall not be greater, on

Piggy-Back Registration Rights. (a) For a period of twelve (12) months following the Closing Date, the Company shall notify the Holder Purchaser in writing at least twenty ten (2010) days prior to the filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock Common Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Warrant Shares) and will afford the Holder Purchaser an opportunity to include in such registration statement all or part of the Warrant Shares held by the HolderPurchaser. In the event the Holder Purchaser desires to include in any such registration statement all or any part of the Warrant Shares held by the HolderPurchaser, the Holder Purchaser shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Warrant Shares that the Holder Purchaser wishes to include in such registration statement. If the Holder Purchaser decides not to include all of its Warrant Shares and in any registration statement thereafter filed by the Company, the Holder Purchaser shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.