Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. (a) If, prior to the Expiration Date, the Company proposes to file a Registration Statement with the Commission respecting an offering of any shares of Common Stock (or other securities issuable upon exercise of the Warrants) (other than (i) an offering registered solely on Form S-4 or S-8 or any successor form thereto, or (ii) the initial public offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein), the Company shall give prompt written notice (which notice shall specify the intended method or methods of disposition) to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares (other than (a) January 1998 Warrant Shares to be sold by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offering. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to be sold in such public offering. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may be.

Piggy-Back Registration Rights. (a) If, prior to The Company covenants and agrees with the Expiration Date, Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event the Company proposes to file a Registration Statement registration statement under the Act with the Commission respecting an offering respect to any class of any shares of Common Stock (or other securities issuable upon exercise of the Warrants) security (other than (i) in connection with an offering registered solely exchange offer, a non-cash offer or a registration statement on Form S-4 or S-8 or any successor form thereto, other unsuitable registration statement form) which becomes or (ii) the initial public offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of which the Company participates therein), believes will become effective at any time after the Initiation Date then the Company shall in each case give prompt written notice (which notice shall specify the intended method or methods of disposition) such proposed filing to all the Holders of Warrants or Common and Warrant Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior before the proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the opinion of counsel to the initial filing Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the registration statement relating to such offering (Act is not required for the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery transfer of such notice, to request Warrants and/or Warrant Shares in writing that the Company include all or a portion of manner proposed by such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS")Holders. The Company shall include not honor any such request to register any such Warrant Shares if the request is received later than seven (7) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 20 days after the public offering all Company has given notice to the Holders of the filing, or (b) to register Warrant Shares that a Holder has requested be included, unless represent in the underwriter for aggregate fewer than 25% of the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereofaggregate number of Warrant Shares. The managing underwriter may deliver one Company shall permit, or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholders, the provisions of this Section 2(b) shall be applicable if cause the managing underwriter delivers of a Cutback Notice stating that, in its opinionproposed offering to permit, the number Holders of Common Shares (other than (a) January 1998 Warrant Shares to be sold by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause registration (ii), each requesting Holder shall be entitled the "Piggy-back Shares,") to include such Piggy-back Shares in the public proposed offering up on the same terms and conditions as applicable to its pro rata securities of the Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offering. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Piggy-back Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggy-back Shares (i)or the portion thereof so designated by such managing underwriter) for such period, each requesting Holder not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be entitled required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy- back Termination Date"); PROVIDED, HOWEVER, that if at the Piggy-back Termination Date the Piggy-back Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by the Company, except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the public offering up Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an undertaking to its pro rata portion the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such Piggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Includible Secondary Piggy-back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering of the Piggy-back Shares, in priority unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 15.1 hereof (without regard to the inclusion (except as set forth 60 days' written request required thereby). Notwithstanding any of the foregoing contained in this Section 15.2, the preceding clause (i)) of any Other Offered Company's obligation to offer registration rights to the Piggy-back Shares that are proposed to be sold in such public offering. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and this Section 15.2 shall terminate two (2) years after the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may beExpiration Date.

Piggy-Back Registration Rights. (a) If, If prior to the Shelf Expiration Date, the Company proposes to file a Registration Statement registration statement with the Commission respecting an offering of any shares of Common Stock (or other securities issuable upon exercise of the Warrants) for cash (other than (i) an offering registered solely on Form S-4 or S-8 or any successor form thereto, or (ii) thereto and other than the initial public offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein), the Company shall give prompt written notice (which notice shall specify the intended method or methods of disposition) to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfertransfer (not taking into account any registration pursuant to the Warrant Registration Statement in connection with the issuance or resale of such Common Shares or other securities), at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities previously received upon the exercise thereof, thereof pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, transfer ("WARRANT SHARES") ), in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED IPO SHARES") and shares to be sold by stockholdersshareholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares (other than (a) January 1998 Warrant Shares to be sold by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any the Holders) that selling stockholders shareholders propose to sell therein, whether or not such selling stockholders shareholders have the right to include shares therein (the "OTHER OFFERED IPO SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered IPO Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered IPO Shares. Such maximum number of shares that may be so sold, excluding the Company Offered IPO Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered IPO Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, Shares and in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered IPO Shares that are proposed to be sold in such public offering, except for Other IPO Shares entitled to be included in such public offering in priority over any Warrant Shares pursuant to the terms of the Securityholders Agreement. Other than shareholders entitled to sell shares in the proposed public offering in priority over the sale of any Warrant Shares pursuant to the Securityholders Agreement, no shareholder that proposes to sell Other IPO Shares in the proposed initial public offering may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered IPO Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, Shares and in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered IPO Shares that are proposed to be sold in such public offering, except for Other IPO Shares entitled to be included in such public offering in priority over any Warrant Shares pursuant to the terms of the Securityholders Agreement. Other than shareholders entitled to sell shares in the proposed public offering in priority over the sale of any Warrant Shares pursuant to the Securityholders Agreement, no shareholder that proposes to sell Other IPO Shares in such public offering may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section Sections 2(b) or and 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholdersshareholders, as the case may be.

Piggy-Back Registration Rights. If (abut without any obligation to do so) If, prior to the Expiration Date, the Company Seller proposes to file a Registration Statement register any of its common stock under the Securities Act of 1933, as amended (the "SECURITIES ACT") in connection with the Commission respecting an public offering of any shares of Common Stock (or other such securities issuable upon exercise of the Warrants) solely for cash (other than a registration (i) with respect to an offering registered solely on Form S-4 or S-8 or any successor form theretoemployee benefit plan, or (ii) solely in connection with a Rule 145 transaction under the initial public offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates thereinSecurities Act), the Company Seller shall give prompt the Buyer at least ten (10) days written notice (which notice shall specify the intended method or methods of disposition) to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days registration prior to filing a registration statement to effect any such registration. Upon the initial filing written request of the registration statement relating to such offering Buyer given within five (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 5) days after delivery of such noticewritten notice by the Seller, the Seller shall use its reasonable efforts to request in writing that cause to be registered under the Company include Securities Act all or a portion of such of the Option Shares and the Common Shares issuable upon exercise (as defined in Paragraph 15), the resale of such Holder's Warrants, such other securities as which is not then exempt from the registration requirements of the Securities Act pursuant to Rule 144 of the Securities Act. The Seller shall be issuable upon obligated to register the exercise of the Warrants, or Option Shares and the Common Shares or such other securities received upon the exercise thereof, pursuant to this Paragraph 5(a) on one occasion only; provided, however, that if the Warrant Agreementregistration statement under this Paragraph 5(a) is on a delayed or continuous basis, the Seller shall not withdraw the registration statement prior to the sale or other disposition of all the Option Shares and the Common Shares included by the Buyer under such registration statement. If any registration under this Paragraph 5(a) is, in each case whole or in part, an underwritten public offering of common stock, the number of Option Shares and Common Shares to be included in such underwriting may be reduced in whole or in part if and to the extent that such Common Shares or other securities would the managing underwriter shall be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares opinion that a Holder has requested be included, unless such inclusion would adversely affect the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution marketing of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholdersthe Seller. Notwithstanding the foregoing provisions, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares (other than (a) January 1998 Warrant Shares to be sold by Seller may withdraw any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are registration statement referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (iin this Paragraph 5(a) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority without incurring any liability to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offeringBuyer. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to be sold in such public offering. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may be.

Piggy-Back Registration Rights. (a) If, The Company shall notify Warrant Holder in writing at least fifteen (15) days prior to filing any registration statement under the Expiration Date, 1933 Act for purposes of effecting a public offering of securities of the Company proposes (including, but not limited to, registration statements relating to file secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a Registration Statement with corporate reorganization) and will afford Warrant Holder an opportunity to include in such registration statement all or any part of the Commission respecting an offering of any shares of Common Stock (Warrant Shares issued or other securities issuable reserved for issuance to Warrant Holder upon exercise of the Warrants) (other than (i) an offering registered solely on Form S-4 or S-8 this Warrant. If Warrant Holder desires to include in any such registration statement all or any successor form theretopart of such Warrant Shares, or Warrant Holder shall, within ten (ii10) days after receipt of the initial public offering above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Warrant Shares Warrant Holder wishes to include in such registration statement. If Warrant Holder decides not to include all of the shares of Common Stock (Ordinary Shares issued or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein), the Company shall give prompt written notice (which notice shall specify the intended method or methods of disposition) reserved for issuance to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Warrant Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of this Warrant in any registration statement thereafter filed by the WarrantsCompany, Warrant Holder shall nevertheless continue to have the right to include any such Warrant Shares any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company will cooperate with Warrant Holder to facilitate its distribution of Warrant Shares pursuant to any such registration statement. (b) The Company agrees to indemnify and hold harmless Warrant Holder and its directors, officers, employees, agents, partners, members, controlling persons and affiliates from and against any expenses, losses, claims, damages or liabilities they may incur arising out of any untrue or alleged untrue statement of material fact contained in such registration statement, or the Common Shares any amendment or such other securities received supplement thereto, or arising out of or based upon the exercise thereofomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, pursuant to or arising out of any violation of the Warrant Agreement1933 Act or the Securities Exchange Act of 1934, as amended, in each connection therewith, provided, however, that the Company will not be liable in any such case to the extent that any such Common Shares expense, loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or amendment thereto in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Holder specifically for use in the preparation thereof., and, provided that Warrant Holder is entitled to indemnification hereunder, will reimburse Warrant Holder and its directors, officers, employees, agents, controlling persons and affiliates for any legal or other expenses reasonably incurred in connection with investigating or defending any such action or claim as such expenses are incurred. (c) All expenses incurred by the Company in complying with Section 7(a) (other than the underwriter's discounts and commissions), including, without limitation, all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc.), fees and expenses of complying with securities would and blue sky laws (except for blue sky expenses required by law to be borne by sellers), expense allowances of the underwriters, printing expenses, fees and disbursements of counsel or other advisor to the Company, and of the accountants to Company, are herein called "Registration Expenses." All fees and expenses of counsel for any selling Warrant Holder and all underwriting discounts and commissions applicable to the eligible securities covered by any such registration, are herein called "Selling Expenses." (upon issuanced) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include pay all Registration Expenses in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") connection with each registration pursuant to Section 2(b) or 2(c) hereof7(a). The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities All Selling Expenses and blue sky expenses required by law to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares borne by sellers in connection with each registration pursuant to be sold by stockholders, the provisions of this Section 2(b7(a) shall be applicable if borne by the managing underwriter delivers a Cutback Notice stating that, seller or sellers therein in its opinion, proportion to the number of Common Shares (other than (a) January 1998 Warrant Shares to be sold eligible securities included by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter each in such Cutback Notice that registration or in such other proportions as they may be distributed without adversely affecting agree upon. In the priceevent of any dispute as to how Selling Expenses are allocated, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of apportion the Company Offered Shares expenses in a reasonable manner between the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offeringvarious sellers. (ce) If a proposed public offering is entirely a secondary offering, the provisions of The piggy-back registration rights granted in this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, 6 are in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Sharesaddition to, and each April 1999 Warrant not in lieu of, any other registration rights the Holder who has requested may have by virtue of other contractual arrangements with the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to be sold in such public offeringCompany. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may be.

Piggy-Back Registration Rights. (a) If, prior to In the Expiration Date, event the Company proposes to file (for its own offer and sale or offer and sale by selling security holders) a Registration Statement with registration statement under the Commission respecting an offering of Act at any shares of Common Stock time on or before July 24, 2002 (or other securities issuable upon exercise the fifth anniversary of the WarrantsEffective Date) with respect to any class of security (other than (i) in connection with an offering registered solely exchange offer, a non-cash offer or a registration statement on Form S-4 or Form S-8 or any successor form thereto, registration statement form) which becomes or (ii) which should be expected to become effective at any time after the initial public offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein), Initiation Date then the Company shall in each case give prompt written notice (which notice shall specify the intended method or methods of disposition) such proposed filing to all the Holders of Warrants or Common and Warrant Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior before the proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the opinion of counsel to the initial filing Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the registration statement relating Act is not required for the transfer of such Warrants and/or Warrant Shares in the manner proposed by such Holders. The Company shall not be obligated to honor any request to register any such offering (Warrant Shares if the "REGISTRATION STATEMENT"). Each Company is not notified in writing of any such Holder shall have the right, request pursuant to this SECTION 13.2 within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such has given notice to the Holders of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS")filing. The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be includedpermit, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholders, the provisions of this Section 2(b) shall be applicable if cause the managing underwriter delivers of a Cutback Notice stating that, in its opinionproposed offering to permit, the number Holders of Common Shares (other than (a) January 1998 Warrant Shares to be sold by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause registration (ii), each requesting Holder shall be entitled the "PIGGY-BACK SHARES") to include such Piggy-back Shares in the public proposed offering up on the same terms and conditions as applicable to its pro rata securities of the Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offering. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Piggy-back Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (i)or the portion thereof so designated by such managing underwriter) for such period, each requesting Holder not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be entitled required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("PIGGY-BACK TERMINATION DATE"); PROVIDED, HOWEVER, that if at the Piggy-back Termination Date the Piggy back Shares are covered by a registration statement which is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. The Company shall be obligated pursuant to this SECTION 13.2 to include in the registration Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration prior to the consummation of the offering made pursuant thereto. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering up with respect to its pro rata portion such Warrant Shares. If the Company decides not to proceed with a registration and offering in which Piggy-back Shares are included, the Company has no obligation to proceed with the offering of the Includible Secondary Piggy-back Shares, in priority unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of SECTION 13.1 hereof (without regard to the inclusion (except as set forth in the preceding clause (i60 days' written request required thereby)) of any Other Offered Shares that are proposed to be sold in such public offering. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may be.

Piggy-Back Registration Rights. (a) IfFrom the date hereof until September 12, prior to the Expiration Date2009, the Company proposes to file shall notify the Subscriber in writing at least twenty (20) days prior the filing of any registration statement under the Securities Act, in connection with a Registration Statement with the Commission respecting an public offering of any shares of Common Stock the Company’s common stock (or other including, but not limited to, registration statements relating to secondary offerings of securities issuable upon exercise of the Warrants) (other than Company but excluding any registration statements (i) an offering registered solely on Form S-4 or S-8 (or any successor form theretoor 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 (iiiii) on any registration form that does not permit secondary sales or does not include substantially the initial public offering of shares of Common Stock (or other securities issuable upon exercise same information as would be required to be included in a registration statement covering the resale of the WarrantsShares and the Warrant Shares) if no shareholder and will afford the Subscriber an opportunity to include in such registration statement all or part of the Company participates therein), Shares and Warrant Shares held by the Company shall give prompt written notice (which notice shall specify Subscriber. In the intended method event the Subscriber desires to include in any such registration statement all or methods of disposition) to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing any part of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of and the Warrant Shares that a Holder has requested be included, unless held by the underwriter for the public offering or the underwriter managing the public offering (in either caseSubscriber, the "MANAGING UNDERWRITER"Subscriber shall within ten (10) delivers a written days after the above-described notice (a "CUTBACK NOTICE") pursuant from the Company, so notify the Company in writing, including the number of such Shares and Warrant Shares that the Subscriber wishes to Section 2(b) include in such registration statement. If the Subscriber decides not to include all of its Shares and Warrant Shares in any registration statement thereafter filed by the Company, the Subscriber shall nevertheless continue to have the right to include any Shares and Warrant Shares in any subsequent registration statement or 2(c) hereof. The managing underwriter registration statements as may deliver one or more Cutback Notices at any time prior be filed by the Company with respect to the execution offering of the underwriting agreement for securities, all upon the public offeringterms and conditions set forth herein. (b) If a Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering includes both advise the Company that the total amount or kind of securities that the Subscriber, the Company and any other persons intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for the account various parties wishing to have shares of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholders, the provisions of this Section 2(b) Company’s common stock registered shall be applicable if included in the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares (other than (a) January 1998 Warrant Shares to be sold by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, following order: (i) if the Company shall be entitled proposes to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 register treasury shares or 6.2 of the Stockholders Agreement shall be entitled to include all authorized but unissued shares of its Other Offered common stock (collectively, “Primary Securities”): (A) first, the Primary Securities; (B) second, the Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holdersin such registration statement, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to together with shares of its pro rata portion of the Includible common stock that do not constitute Shares, in priority to the inclusion Warrant Shares or Primary Securities (except as otherwise provided in the preceding clause “Other Securities”) held by parties exercising similar piggy-back registration rights (ii)) of any Other Offered Shares that are proposed to be sold in or if necessary, such public offering. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Securities pro rata among the holders thereof based upon the number of such Shares, Warrant Shares proposed and Other Securities requested to be sold therein exceeds registered by each such holder). (ii) if the maximum number of shares Company proposes to register Other Securities: (A) first, the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter Other Securities requested to be included in such Cutback Notice that may be distributed without adversely affecting registration by holders exercising demand registration rights; (B) second, the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included in such registration, together with Other Securities held by Holders parties exercising similar piggy-back registration rights (or if necessary, such Shares, Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Shares, Warrant Shares and Other Securities requested to be registered by each such holder). Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a registration statement referred to herein (a “Registration Statement”) at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Subscriber. (c) In connection with its obligation under this Section 5, the Company will (i) furnish to the Subscriber without charge, at least one copy of any effective registration statement and any post-effective amendments thereto, including financial statements and schedules, and, if the Subscriber so requests in writing, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) in the form filed with the SEC; and (ii) except deliver to the Subscriber and the underwriters, if any, without charge, as otherwise provided many copies of the then effective prospectus included in the preceding clause registration statement, as the same may be amended or supplemented (iincluding such prospectus subject to completion) (the “Prospectus”), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except and any amendments or supplements thereto as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to be sold in such public offeringpersons may reasonably request. (d) As a condition to the inclusion of its Shares and Warrant Shares, the Subscriber shall furnish to the Company such information regarding the Subscriber and the distribution proposed by the Subscriber as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. (e) The underwriting agreement for such public offering shall provide that each requesting Holder shall have Subscriber agrees by acquisition of the right to sell its Shares and Warrant Shares that, upon receipt of any notice from the Company of the happening of any event that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the Subscriber’s rights under this Section 5, the Subscriber will forthwith discontinue disposition of the Shares and Warrant Shares pursuant to the then current Prospectus until the Subscriber is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company, on the happening of such event, the Subscriber will deliver to the Company (at the Company’s expense) all copies, other than Warrant permanent file copies then in the Subscriber’s possession, of the Prospectus covering the Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid time of receipt of such notice. (f) The Subscriber hereby covenants with the Company (i) not to make any sale of Shares and Warrant Shares without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Shares and Warrant Shares are to be sold by any method or in any transaction other than on a national securities exchange, the underwriters for Nasdaq Global Select Market, the Common Nasdaq Global Market, Nasdaq Capital Market or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least 5 business days prior to the date on which the Subscriber first offers to sell any such Shares or Warrant Shares. (g) The Subscriber acknowledges and agrees that the Shares and Warrant Shares sold pursuant to a registration statement described in this Section 5 are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Shares or Warrant Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the Shares and Warrant Shares have been sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied. (h) The Subscriber shall not take any action with respect to any distribution deemed to be made pursuant to such registration statement that would constitute a violation of Regulation M under the Exchange Act, or any other applicable rule, regulation or law. (i) Upon the expiration of the effectiveness of any registration statement described in this Section 5, the Subscriber shall discontinue sales of the Shares and Warrant Shares pursuant to such registration statement upon receipt of notice from the Company of the Company’s intention to remove from registration the Shares and Warrant Shares covered by such registration statement that remain unsold, and the Subscriber shall notify the Company of the number of registered Shares and Warrant Shares that remain unsold immediately upon receipt of such notice from the Company. (j) In the case of the registration of any underwritten primary offering initiated by the Company and/or (other selling stockholdersthan any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), or of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of a holder of securities of the Company pursuant to registration rights granted by the Company, the Subscriber agrees not to effect any public sale or distribution of securities of the Company, except as part of such underwritten registration, during the case period beginning fifteen (15) days prior to the closing date of such underwritten offering and during the period ending ninety (90) days after such closing date (or such longer period as may bebe reasonably requested by the Company or by the managing underwriter or underwriters). (k) Anything to the contrary contained in this Agreement notwithstanding, when, in the opinion of counsel for the Company, registration of the Shares and Warrant Shares is not required by the Securities Act, in connection with a proposed sale of such Shares and Warrant Shares, the Subscriber shall have no rights pursuant to this Section 5. In furtherance and not in limitation of the foregoing, the Subscriber shall have no rights pursuant to this Section 5 at such time as all of the Subscriber’s Shares and Warrant Shares may be sold without limitation pursuant to Rule 144.

Piggy-Back Registration Rights. (a) If, prior to For a period of twenty-four (24) months following the Expiration Closing Date, the Company proposes to file shall notify the Purchaser in writing at least twenty (20) days prior the filing of any registration statement under Securities Act, in connection with a Registration Statement with the Commission respecting an public offering of any shares of Common Stock the Company’s common stock (or other including, but not limited to, registration statements relating to secondary offerings of securities issuable upon exercise of the Warrants) (other than Company but excluding any registration statements (i) an offering registered solely on Form S-4 or S-8 (or any successor form theretoor 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 (iiiii) on any registration form that does not permit secondary sales or does not include substantially the initial public same information as would be required to be included in a registration statement covering the resale of the Shares and the Warrant Shares) and will afford the Purchaser an opportunity to include in such registration statement all or part of the Incentive Shares, Warrant Shares and Default Shares held by or issuable to the Purchaser. In the event the Purchaser desires to include in any such registration statement all or any part of the Incentive Shares, Warrant Shares or Default Shares, the 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 Incentive Shares, Warrant Shares and Default Shares that the Purchaser wishes to include in such registration statement. If the Purchaser decides not to include all of its Incentive Shares, Warrant Shares and Default Shares in any registration statement thereafter filed by the Company, the Purchaser shall nevertheless continue to have the right to include any Incentive Shares, Warrant Shares and Default Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein)securities, the Company shall give prompt written notice (which notice shall specify the intended method or methods of disposition) to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offeringterms and conditions set forth herein. (b) If a Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering includes both advise the Company that the total amount or kind of securities that the Purchaser, the Company and any other persons intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for the account various parties wishing to have shares of the Company’s common stock registered shall be included in the following order: (i) if the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary Securities”): (A) first, the Primary Securities; (B) second, the Incentive Shares, Warrant Shares and Default Shares requested to be included in such registration statement, together with shares of its common stock that do not constitute Incentive Shares, Warrant Shares, Default Shares or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary, such Incentive Shares, Warrant Shares, Default Shares and Other Securities pro rata among the holders thereof based upon the number of such Incentive Shares, Warrant Shares, Default Shares and Other Securities requested to be registered by each such holder). (ii) if the Company proposes to register Other Securities: (A) first, the Other Securities requested to be included in such registration by holders exercising demand registration rights; (B) second, the Incentive Shares, Warrant Shares and Default Shares requested to be included in such registration, together with Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Incentive Shares, Warrant Shares, Default Shares and Other Securities pro rata among the holders thereof based upon the number of such Incentive Shares, Warrant Shares, Default Shares and Other Securities requested to be registered by each such holder). Anything to the contrary in this Subscription notwithstanding, the Company may withdraw or postpone a registration statement referred to herein (a “Registration Statement”) at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Purchaser. (c) In connection with its obligation under this Article 8, the Company will (i) furnish to the Purchaser without charge, at least one copy of any effective registration statement and any post-effective amendments thereto, including financial statements and schedules, and, if the Purchaser so requests in writing, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) in the form filed with the SEC; and (ii) deliver to the Purchaser and the underwriters, if any, without charge, as many copies of the then effective prospectus included in the registration statement, as the same may be amended or supplemented (including such prospectus subject to completion) (the “Prospectus”), and any amendments or supplements thereto as such persons may reasonably request. (d) As a condition to the inclusion of its Incentive Shares, Warrant Shares and Default Shares, the Purchaser shall furnish to the Company such information regarding the Purchaser and the distribution proposed by the Purchaser as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Subscription. (e) The Purchaser agrees by acquisition of the Incentive Shares, Warrant Shares and Default Shares that, upon receipt of any notice from the Company of the happening of any event that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the Purchaser’s rights under this Article 8, the Purchaser will forthwith discontinue disposition of the Incentive Shares, Warrant Shares and Default Shares pursuant to the then current Prospectus until the Purchaser is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company, on the happening of such event, the Purchaser will deliver to the Company ("COMPANY OFFERED SHARES"at the Company’s expense) all copies, other than permanent file copies then in the Purchaser’s possession, of the Prospectus covering the Incentive Shares, Warrant Shares and shares Default Shares at the time of receipt of such notice. (f) While any Registration Statement is effective, the Purchaser hereby covenants with the Company (i) not to make any sale of Incentive Shares, Warrant Shares and Default Shares without effectively causing the prospectus delivery requirements under the Securities Act to be sold by stockholderssatisfied, the provisions of this Section 2(band (ii) shall be applicable if the managing underwriter delivers a Cutback Notice stating thatsuch Incentive Shares, in its opinion, the number of Common Shares (other than (a) January 1998 Warrant Shares and Default Shares are to be sold by any January 1998 Warrant Holdersmethod or in any transaction other than on a national securities exchange or in the over-the-counter market, (b) February 1999 Warrant Shares in privately negotiated transactions, or in a combination of such methods, to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares notify the Company at least 5 business days prior to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose the date on which the Purchaser first offers to sell therein, whether or not any such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offering. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Incentive Shares, Warrant Shares and Other Offered Default Shares. (g) The Purchaser acknowledges and agrees that the Incentive Shares, Warrant Shares proposed and Default Shares sold pursuant to a registration statement described in this Article 8 are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Incentive Shares, Warrant Shares and Default Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the Incentive Shares, Warrant Shares and Default Shares have been sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied. (h) The Purchaser shall not take any action with respect to any distribution deemed to be sold therein exceeds made pursuant to such registration statement that would constitute a violation of Regulation M under the maximum Exchange Act, or any other applicable rule, regulation or law. (i) Upon the expiration of the effectiveness of any registration statement described in this Article 8, the Purchaser shall discontinue sales of the Incentive Shares, Warrant Shares and Default Shares pursuant to such registration statement upon receipt of notice from the Company of the Company’s intention to remove from registration the Incentive Shares, Warrant Shares and Default Shares covered by such registration statement that remain unsold, and the Purchaser shall notify the Company of the number of shares registered Incentive Shares, Warrant Shares and Default Shares that remain unsold immediately upon receipt of such notice from the Company. (j) In the "INCLUDIBLE SECONDARY SHARES"case of the registration of any underwritten primary offering initiated by the Company (other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), or of (i) specified an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of a holder of securities of the Company pursuant to registration rights granted by the Company, the Purchaser agrees not to effect any public sale or distribution of securities of the Company, except as part of such underwritten registration, during the period beginning fifteen (15) days prior to the closing date of such underwritten offering and during the period ending ninety (90) days after such closing date (or such longer period as may be reasonably requested by the Company or by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (iunderwriters), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to be sold in such public offering. (dk) The underwriting agreement Anything to the contrary contained in this Subscription notwithstanding, when, in the opinion of counsel for the Company, registration of the Incentive Shares, Warrant Shares and Default Shares is not required by the Securities Act, in connection with a proposed sale of such public offering shall provide that each requesting Holder Incentive Shares, Warrant Shares and Default Shares, the Purchaser shall have no rights pursuant to this Article 8. In furtherance and not in limitation of the right foregoing, the Purchaser shall have no rights pursuant to sell its this Article 8 at such time as all of the Purchaser’s Incentive Shares, Warrant Shares (other than Warrant and Default Shares excluded from such public offering may be sold without limitation pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may beRule 144.

Piggy-Back Registration Rights. (a) IfThe Company covenants and agrees with _________________ and any subsequent holders of the Warrants and/or Warrant Shares that, prior to in the Expiration Date, event the Company proposes to file a Registration Statement registration statement under the Act prior to January 4, 1999 with the Commission respecting an offering respect to any class of any shares of Common Stock (or other securities issuable upon exercise of the Warrants) security (other than (i) in connection with an offering registered solely exchange offer or a registration statement on Form S-4 or S-8 or any successor form thereto, or (iiother similar registration statements not available to register securities so requested to be included) the initial public offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of which the Company participates therein)believes will be or become effective at any time on or after January 4, 1993, the Company shall in each case give prompt written notice of such proposed filing to (which i) the holders of the Warrant Shares and (ii) if on or before the Expiration Date, the holders of the Warrants, in each case at least 30 days before the earlier of the anticipated or the actual effective date of the registration statement and at least ten days before the initial filing of such registration statement and such notice shall specify offer to such Holders the intended method opportunity to include in such registration statement such number of Warrant Shares and/or Warrants (and any securities received by the Holders of the Warrants pursuant to Section 9 hereof) (all such securities, the "Piggy-back Securities", and together with the Offered Securities, the "Registrable Securities") as they may request. Holders desiring inclusion of Piggy-back Securities in such registration statement shall so inform the Company by written notice, given within 10 days of the giving of such notice by the Company in accordance with the provisions of Section 15 hereof. The Company shall permit, or methods shall cause the managing underwriter of disposition) a proposed offering to all permit, the Holders of Piggy-back Securities requested to be included in the registration to include such securities in the proposed offering on the same terms and conditions as applicable to securities of the Company, if any, included therein for the account of any person other than the Company and the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the and/or Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares (other than (a) January 1998 Warrant Shares to be sold by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so soldNotwithstanding the foregoing, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers if any such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offering. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to be sold in such public offering. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may be.managing

Piggy-Back Registration Rights. (a) If, prior to The Company covenants and agrees with the Expiration Date, Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event the Company proposes to file a Registration Statement registration statement under the Act with the Commission respecting an offering respect to any class of any shares of Common Stock (or other securities issuable upon exercise of the Warrants) security (other than (i) in connection with an offering registered solely exchange offer, a non-cash offer or a registration statement on Form S-4 or S-8 or any successor form thereto, other unsuitable registration statement form) which becomes or (ii) the initial public offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of which the Company participates therein), believes will become effective at any time after the Initiation Date then the Company shall in each case give prompt written notice (which notice shall specify the intended method or methods of disposition) such proposed filing to all the Holders of Warrants or Common and Warrant Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior before the proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the opinion of counsel to the initial filing of the registration statement relating Company reasonably acceptable to such offering (the "REGISTRATION STATEMENT"). Each any such Holder shall of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the right, within 20 days after delivery Act is not required for the transfer of such notice, to request Warrants and/or Warrant Shares in writing that the Company include all or a portion of manner proposed by such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS")Holders. The Company shall include not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 20 days after the public offering all Company has given notice to the Holders of the filing, or (b) to register Warrant Shares that a Holder has requested be included, unless represent in the underwriter for aggregate fewer than 25% of the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereofaggregate number of Warrant Shares. The managing underwriter may deliver one Company shall permit, or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholders, the provisions of this Section 2(b) shall be applicable if cause the managing underwriter delivers of a Cutback Notice stating that, in its opinionproposed offering to permit, the number Holders of Common Shares (other than (a) January 1998 Warrant Shares to be sold by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause registration (ii), each requesting Holder shall be entitled the "Piggy-back Shares") to include such Piggy-back Shares in the public proposed offering up on the same terms and conditions as applicable to its pro rata securities of the Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offering. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Piggy-back Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (i)or the portion thereof so designated by such managing underwriter) for such period, each requesting Holder not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be entitled required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); PROVIDED, HOWEVER, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by the Company, except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the public offering up Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an undertaking to its pro rata portion the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such Piggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Includible Secondary Piggy-back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering of the Piggy-back Shares, in priority unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 15.1 hereof (without regard to the inclusion (except as set forth 60 days' written request required thereby). Notwithstanding any of the foregoing contained in this Section 15.2, the preceding clause (i)) of any Other Offered Company's obligation to offer registration rights to the Piggy-back Shares that are proposed to be sold in such public offering. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and this Section 15.2 shall terminate two (2) years after the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may beExpiration Date.

Piggy-Back Registration Rights. (a) If, prior to the Expiration Datedate that is ten days prior to the expiration of the Warrants, the Company proposes to file a Registration Statement with the Commission respecting an offering of any shares of Common Stock Shares (or other securities issuable securities) purchasable upon exercise of the Warrants) Warrants (other than (ix) an offering that could be registered solely on Form S-4 X-0, X-0, or S-8 F-4 or any successor form thereto, (y) securities offered or issued pursuant to any employment or benefit plan or arrangement to any employee, director, partner, trustee or consultant or advisor of or to the Company or any subsidiary of the Company, and (iiz) the initial public offering of shares of Common Stock Shares (or other securities issuable securities) purchasable upon exercise of the Warrants) Warrants if no shareholder of the Company participates thereintherein as a selling shareholder), the Company shall give prompt written notice (which notice shall specify the intended method or methods of disposition) to all the Holders of Warrants or Common Warrant Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Warrant Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. If the Company conducts any public offering outside the United States in which any of its shareholders participate as a selling shareholder (which if conducted in the United States would be subject to the registration rights provisions of this Section 2), the provisions of this Section 2, mutatis mutandi, and any other applicable provisions of this Agreement relating to this Section 2 shall apply with respect to such offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED IPO SHARES") and shares to be sold by stockholdersshareholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares (other than (a) January 1998 Warrant Shares to be sold by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders shareholders propose to sell therein, whether or not such selling stockholders shareholders have the right to include shares therein (the "OTHER OFFERED IPO SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered IPO Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered IPO Shares. Such maximum number of shares that may be so sold, excluding the Company Offered IPO Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered IPO Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested requesting Holder, together with each party (or beneficiary) exercising its registration rights (or privileges) under the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant SharesExisting Registration Rights Agreement, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, Shares and in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered IPO Shares that are proposed to be sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed initial public offering, other than as specified above, may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered IPO Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. . (i) If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering case of a demand registration pursuant to Section 6.1 the Existing Registration Rights Agreement, FIRST each party exercising such demand registration rights, the LLC and each other Permitted Holder, Management Investor or 6.2 Beneficial Investor from time to time party to or beneficiary of the Stockholders Existing Registration Rights Agreement shall be entitled to include all of its Other Offered Includible Secondary Shares, and SECOND each requesting Holder, together with each other party exercising its registration rights under the Existing Registration Rights Agreement, shall be entitled to include up to its pro rata portion of the remaining Includible Secondary Shares and each January 1998 Warrant Holder who has requested in priority to the inclusion of its January 1998 Warrant Shares any Other IPO Shares, other than as specified above, that are proposed to be sold in such public offering ; (ii) If the managing underwriter delivers such Cutback Notice in the case of any other demand registration, first each party exercising such demand registration rights shall be entitled to include all of its January 1998 Warrant Includible Secondary Shares, then each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion requesting Holder, together with the LLC and each Permitted Holder, Management Investor or Beneficial Investor from time to time party to or beneficiary of its February 1999 Warrant Shares the Existing Registration Rights Agreement, shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the remaining Includible Secondary Shares, Shares and in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares IPO Shares, other than as specified above, that are proposed to be sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed public offering, other than as specified above, may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholdersshareholders, as the case may be.

Piggy-Back Registration Rights. (a) IfFor so long as any Purchaser holds Securities, the Company shall notify the Purchasers in writing at least thirty (30) days prior to the Expiration Datefiling of any registration statement under the Securities Act, in connection with a public offering of shares of the Common Stock, including, but not limited to, registration statements relating to secondary offerings of securities of the Company proposes to file a Registration Statement with the Commission respecting an offering of but excluding any shares of Common Stock (or other securities issuable upon exercise of the Warrants) (other than registration statements (i) an offering registered solely on Form S-4 or S-8 (or any successor form theretoor 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 (iiiii) on any registration form that does not permit secondary sales or does not include substantially the initial public same information as would be required to be included in a registration statement covering the resale of the Underlying Shares and will afford each Purchaser an opportunity to include in such registration statement all or part of the Underlying Shares held by or underlying any Debentures or Warrants held by such Purchaser (the “Purchaser Shares”). In the event a Purchaser desires to include in any such registration statement all or any part of its Purchaser Shares, such Purchaser shall within twenty-five (25) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Purchaser Shares that such Purchaser wishes to include in such registration statement. If a Purchaser decides not to include all of its Purchaser Shares in any registration statement thereafter filed by the Company, such Purchaser shall nevertheless continue to have the right to include any Purchaser Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein)securities, the Company shall give prompt written notice (which notice shall specify the intended method or methods of disposition) to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offeringterms and conditions set forth herein. (b) If a Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering includes both advise the Company that the total amount or kind of securities that the Purchasers, the Company and any other persons intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the offering may be limited at the recommendation of the underwriter to only the Primary Securities and if not so limited then the amount or kind of securities to be offered for the account various parties wishing to have shares Common Stock registered shall be included in the following order: (i) if the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary Securities”): (A) first, the Primary Securities; (B) second, the Purchaser Shares requested to be included in such registration statement, together with shares of its Common Stock that do not constitute Purchaser Shares or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary, such Purchaser Shares and Other Securities pro rata among the holders thereof based upon the number of such Purchaser Shares and Other Securities requested to be registered by each such holder). (ii) if the Company proposes to register Other Securities: (A) first, the Other Securities requested to be included in such registration by holders exercising demand registration rights; (B) second, the Purchaser Shares requested to be included in such registration, together with Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Purchaser Shares and Other Securities pro rata among the holders thereof based upon the number of such Purchaser Shares and Other Securities requested to be registered by each such holder). Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a registration statement referred to herein (a “Registration Statement”) at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Subscriber. (c) In connection with its obligation under this Section 4.14, the Company will (i) furnish to each Purchaser without charge, at least one copy of any effective registration statement and any post-effective amendments thereto, including financial statements and schedules, and, if such Purchaser so requests in writing, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) in the form filed with the Commission; and (ii) deliver to each Purchaser and the underwriters, if any, without charge, as many copies of the then effective prospectus included in the registration statement, as the same may be amended or supplemented (including such prospectus subject to completion) (the “Prospectus”), and any amendments or supplements thereto as such persons may reasonably request. (d) As a condition to the inclusion of its Purchaser Shares, each Purchaser shall furnish to the Company such information regarding such Purchaser and the distribution proposed by such Purchaser as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. (e) Each Purchaser agrees by acquisition of the Securities that, upon receipt of any notice from the Company of the happening of any event that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the Subscriber’s rights under this Section 4.14, such Purchaser will forthwith discontinue disposition of any Purchaser Shares pursuant to the then current Prospectus until such Purchaser is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company, on the happening of such event, each Purchaser will deliver to the Company ("COMPANY OFFERED SHARES"at the Company’s expense) and shares all copies, other than permanent file copies then in such Purchaser’s possession, of the Prospectus covering the Purchaser Shares at the time of receipt of such notice. (f) Each Purchaser hereby covenants with the Company (i) not to make any sale of Purchaser Shares without effectively causing the prospectus delivery requirements under the Securities Act to be sold by stockholderssatisfied, the provisions of this Section 2(band (ii) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common such Purchaser Shares (other than (a) January 1998 Warrant Shares are to be sold by any January 1998 Warrant Holdersmethod or in any transaction other than on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Nasdaq Capital Market or in the over- the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least 5 business days prior to the date on which such Purchaser first offers to sell any such Purchaser Shares. (bg) February 1999 Warrant Each Purchaser acknowledges and agrees that the Purchaser Shares sold pursuant to a registration statement described in this Section 4.14 are not transferable on the books of the Company unless the stock certificate submitted to the Transfer Agent evidencing the Purchaser Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the Purchaser Shares have been sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied. (h) No Purchaser shall take any action with respect to any distribution deemed to be sold made pursuant to such registration statement that would constitute a violation of Regulation M under the Exchange Act, or any other applicable rule, regulation or law. (i) Upon the expiration of the effectiveness of any registration statement described in this Section 4.14, the Purchasers shall discontinue sales of the Purchaser Shares pursuant to such registration statement upon receipt of notice from the Company of the Company’s intention to remove from registration the Purchaser Shares covered by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holderssuch registration statement that remain unsold, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (Subscriber shall notify the "OTHER OFFERED SHARES"), plus Company of the number of January 1998 Warrant registered Purchaser Shares that remain unsold immediately upon receipt of such notice from the January 1998 Warrant Holders have requested to be sold therein, plus Company. (j) In the number case of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number registration of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus any underwritten primary offering initiated by the Company Offered Shares(other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), exceeds or of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the maximum number request of shares specified a holder of securities of the Company pursuant to registration rights granted by the Company, the Purchasers agree not to effect any public sale or distribution of securities of the Company, except as part of such underwritten registration, during the period beginning fifteen (15) days prior to the closing date of such underwritten offering and during the period ending ninety (90) days after such closing date (or such longer period as may be reasonably requested by the Company or by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (iiunderwriters), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offering. (ck) If Anything to the contrary contained in this Agreement notwithstanding, when, in the opinion of counsel for the Company, registration of the Purchaser Shares is not required by the Securities Act, in connection with a proposed public offering is entirely a secondary offeringof such Purchaser Shares, the provisions of Subscriber shall have no rights pursuant to this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, 4.14. In furtherance and not in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution limitation of the Common Shares being distributed. If the managing underwriter delivers such Cutback Noticeforegoing, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering no Purchaser shall have any rights pursuant to this Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include 4.14 at such time as all of its Other Offered such Purchaser’s Purchaser Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to may be sold in such public offering. (d) The underwriting agreement for such a public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering without limitation pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may beRule 144.

Piggy-Back Registration Rights. (a) If, prior to the Expiration DateFor so long as any Purchaser holds Securities, the Company proposes to file shall notify the Purchasers in writing at least thirty (30) days prior the filing of any registration statement under Securities Act, in connection with a Registration Statement with the Commission respecting an public offering of any shares of the Common Stock (or other Stock, including, but not limited to, registration statements relating to secondary offerings of securities issuable upon exercise of the Warrants) (other than Company but excluding any registration statements (i) an offering registered solely on Form S-4 or S-8 (or any successor form theretoor 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 (iiiii) on any registration form that does not permit secondary sales or does not include substantially the initial public same information as would be required to be included in a registration statement covering the resale of the Underlying Shares and will afford each Purchaser an opportunity to include in such registration statement all or part of the Underlying Shares held by or underlying and Debentures or Warrants held by such Purchaser (the “Purchaser Shares”). In the event a Purchaser desires to include in any such registration statement all or any part of its Purchaser Shares, such Purchaser shall within twenty-five (25) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Purchaser Shares that such Purchaser wishes to include in such registration statement. If a Purchaser decides not to include all of its Purchaser Shares in any registration statement thereafter filed by the Company, such Purchaser shall nevertheless continue to have the right to include any Purchaser Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein)securities, the Company shall give prompt written notice (which notice shall specify the intended method or methods of disposition) to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offeringterms and conditions set forth herein. (b) If a Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering includes both advise the Company that the total amount or kind of securities that the Purchasers, the Company and any other persons intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the offering may be limited at the recommendation of the underwriter to only the Primary Securities and if not so limited then the amount or kind of securities to be offered for the account various parties wishing to have shares Common Stock registered shall be included in the following order: (i) if the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary Securities”): (A) first, the Primary Securities; (B) second, the Purchaser Shares requested to be included in such registration statement, together with shares of its Common Stock that do not constitute Purchaser Shares or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary, such Purchaser Shares and Other Securities pro rata among the holders thereof based upon the number of such Purchaser Shares and Other Securities requested to be registered by each such holder). (ii) if the Company proposes to register Other Securities: (A) first, the Other Securities requested to be included in such registration by holders exercising demand registration rights; (B) second, the Purchaser Shares requested to be included in such registration, together with Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Purchaser Shares and Other Securities pro rata among the holders thereof based upon the number of such Purchaser Shares and Other Securities requested to be registered by each such holder). Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a registration statement referred to herein (a “Registration Statement”) at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Subscriber. (c) In connection with its obligation under this Section 4.14, the Company will (i) furnish to each Purchaser without charge, at least one copy of any effective registration statement and any post-effective amendments thereto, including financial statements and schedules, and, if such Purchaser so requests in writing, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) in the form filed with the Commission; and (ii) deliver to each Purchaser and the underwriters, if any, without charge, as many copies of the then effective prospectus included in the registration statement, as the same may be amended or supplemented (including such prospectus subject to completion) (the “Prospectus”), and any amendments or supplements thereto as such persons may reasonably request. (d) As a condition to the inclusion of its Purchaser Shares, each Purchaser shall furnish to the Company such information regarding such Purchaser and the distribution proposed by such Purchaser as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. (e) Each Purchaser agrees by acquisition of the Securities that, upon receipt of any notice from the Company of the happening of any event that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the Subscriber’s rights under this Section 4.14, such Purchaser will forthwith discontinue disposition of any Purchaser Shares pursuant to the then current Prospectus until such Purchaser is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company, on the happening of such event, each Purchaser will deliver to the Company ("COMPANY OFFERED SHARES"at the Company’s expense) and shares all copies, other than permanent file copies then in such Purchaser’s possession, of the Prospectus covering the Purchaser Shares at the time of receipt of such notice. (f) Each Purchaser hereby covenants with the Company (i) not to make any sale of Purchaser Shares without effectively causing the prospectus delivery requirements under the Securities Act to be sold by stockholderssatisfied, the provisions of this Section 2(band (ii) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common such Purchaser Shares (other than (a) January 1998 Warrant Shares are to be sold by any January 1998 Warrant Holdersmethod or in any transaction other than on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Nasdaq Capital Market or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least 5 business days prior to the date on which such Purchaser first offers to sell any such Purchaser Shares. (bg) February 1999 Warrant Each Purchaser acknowledges and agrees that the Purchaser Shares sold pursuant to a registration statement described in this Section 4.14 are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Purchaser Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the Purchaser Shares have been sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied. (h) No Purchaser shall take any action with respect to any distribution deemed to be sold made pursuant to such registration statement that would constitute a violation of Regulation M under the Exchange Act, or any other applicable rule, regulation or law. (i) Upon the expiration of the effectiveness of any registration statement described in this Section 4.14, the Purchasers shall discontinue sales of the Purchaser Shares pursuant to such registration statement upon receipt of notice from the Company of the Company’s intention to remove from registration the Purchaser Shares covered by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holderssuch registration statement that remain unsold, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (Subscriber shall notify the "OTHER OFFERED SHARES"), plus Company of the number of January 1998 Warrant registered Purchaser Shares that remain unsold immediately upon receipt of such notice from the January 1998 Warrant Holders have requested to be sold therein, plus Company. (j) In the number case of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number registration of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus any underwritten primary offering initiated by the Company Offered Shares(other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), exceeds or of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the maximum number request of shares specified a holder of securities of the Company pursuant to registration rights granted by the Company, the Purchasers agree not to effect any public sale or distribution of securities of the Company, except as part of such underwritten registration, during the period beginning fifteen (15) days prior to the closing date of such underwritten offering and during the period ending ninety (90) days after such closing date (or such longer period as may be reasonably requested by the Company or by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (iiunderwriters), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offering. (ck) If Anything to the contrary contained in this Agreement notwithstanding, when, in the opinion of counsel for the Company, registration of the Purchaser Shares is not required by the Securities Act, in connection with a proposed public offering is entirely a secondary offeringsale of such Purchaser Shares, the provisions of Subscriber shall have no rights pursuant to this Section 2(c) 4.14. In furtherance and not in limitation of the foregoing, no Purchaser shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number have any rights pursuant to this Section 4.14 at such time as all of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant such Purchaser’s Purchaser Shares and Other Offered Shares proposed to may be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering limitation pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to be sold in such public offeringRule 144. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may be.

Piggy-Back Registration Rights. (a) If, The Company shall notify Warrant Holder in writing at least fifteen (15) days prior to filing any registration statement under the Expiration Date, 1933 Act for purposes of effecting a public offering of securities of the Company proposes (including, but not limited to, registration statements relating to file secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a Registration Statement with corporate reorganization) and will afford Warrant Holder an opportunity to include in such registration statement all or any part of the Commission respecting an offering of any shares of Common Stock (Warrant Shares issued or other securities issuable reserved for issuance to Warrant Holder upon exercise of the Warrants) (other than (i) an offering registered solely on Form S-4 or S-8 this Warrant. If Warrant Holder desires to include in any such registration statement all or any successor form theretopart of such Warrant Shares, or Warrant Holder shall, within ten (ii10) days after receipt of the initial public offering above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Warrant Shares Warrant Holder wishes to include in such registration statement. If Warrant Holder decides not to include all of the shares of Common Stock (Ordinary Shares issued or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein), the Company shall give prompt written notice (which notice shall specify the intended method or methods of disposition) reserved for issuance to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Warrant Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of this Warrant in any registration statement thereafter filed by the WarrantsCompany, Warrant Holder shall nevertheless continue to have the right to include any such Warrant Shares any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company will cooperate with Warrant Holder to facilitate its distribution of Warrant Shares pursuant to any such registration statement. (b) The Company agrees to indemnify and hold harmless Warrant Holder and its directors, officers, employees, agents, partners, members, controlling persons and affiliates from and against any expenses, losses, claims, damages or liabilities they may incur arising out of any untrue or alleged untrue statement of material fact contained in such registration statement, or the Common Shares any amendment or such other securities received supplement thereto, or arising out of or based upon the exercise thereofomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, pursuant to or arising out of any violation of the Warrant Agreement1933 Act or the Securities Exchange Act of 1934, as amended, in each connection therewith, provided, however, that the Company will not be liable in any such case to the extent that any such Common Shares expense, loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or amendment thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Holder specifically for use in the preparation thereof. Provided that Warrant Holder is entitled to indemnification hereunder, the Company will reimburse Warrant Holder and its directors, officers, employees, agents, controlling persons and affiliates for any legal or other securities would be (upon issuance) expenses reasonably incurred in connection with investigating or are, defending any such action or claim as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares (other than (a) January 1998 Warrant Shares to be sold by any January 1998 Warrant Holders, (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "OTHER OFFERED SHARES"), plus the number of January 1998 Warrant Shares that the January 1998 Warrant Holders have requested to be sold therein, plus the number of February 1999 Warrant Shares that the February 1999 Warrant Holders have requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, expenses are referred to as the "INCLUDIBLE SHARES." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offeringincurred. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified All expenses incurred by the managing underwriter Company in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (icomplying with Section 7(a) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to be sold in such public offering. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant the underwriter's discounts and commissions), including, without limitation, all registration and filing fees (including all expenses incident to a Cutback Notice filing with the National Association of Securities Dealers, Inc.), fees and expenses of complying with securities and blue sky laws (except for blue sky expenses required by law to be borne by sellers), expense allowances of the terms underwriters, printing expenses, fees and disbursements of Section 2(b) counsel or 2(c)) other advisor to the underwriters Company, and that of the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholdersaccountants to Company, as the case may be.are herein called "Registration

Piggy-Back Registration Rights. (ai) IfThe Company agrees that if, prior at any time, and from time to time, commencing on the Expiration date that is six (6) months from the Closing Date and ending on the date that is five (5) years from the Closing Date, the Company proposes to file a Registration Statement with the Commission respecting an offering of any shares of Common Stock (or other securities issuable upon exercise General Partner of the Warrants) Company shall authorize the filing of a registration statement under the Securities Act (other than (i) an offering registered solely a registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any other form or successor form theretothat does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its unitholders, the Company shall, (A) promptly notify the Holders in writing that such registration statement will be filed and that Registrable Securities will be included in such registration statement at any Holder's request, (B) cause such registration statement to cover all such Registrable Securities for which the Holder thereof requests inclusion, (C) use its reasonable best efforts to cause such registration statement to become effective as soon as practicable and (D) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holders to effect the proposed sale or other disposition, but in no event greater than six (6) months. (ii) the initial public offering of shares of Common Stock (or Notwithstanding any other securities issuable upon exercise of the Warrants) if no shareholder of provision in this Warrant Agreement, the Company participates therein)may at any time abandon or delay any registration commenced by the Company. In the event of such an abandonment by the Company, the Company shall give prompt written notice not be required to continue registration of the Registrable Securities requested by the Holder for inclusion and the Holder shall retain the right to request inclusion of the Registrable Securities in accordance with SECTION 23(c)(i). (which notice iii) Securities to be sold for the account of any Person or entity (other than the Company) requesting inclusion thereof in a registration pursuant to this SECTION 23(c) shall specify be included in such registration unless the intended method managing underwriter or methods of disposition) to all underwriters shall advise the Company and the Holders of Warrants or Common Shares or requesting such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request inclusion in writing that the Company include inclusion of all such securities will materially and adversely affect the price or a portion of such success of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon offering. In the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent event that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinionor underwriters shall so advise the Company and the requesting Holders, the number of Common Shares (other than Units to be included in such registration shall be allocated (a) January 1998 Warrant Shares as between the Company and such Holders based on the ratio the number of Common Units the Company and each such Holder respectively propose be included bears to the total number of Common Units the Company and all such Holders have proposed be sold by any January 1998 Warrant Holdersincluded, and (b) February 1999 Warrant Shares to be sold by xxx Xxxxxxxx 1999 Warrant Holders, (c) April 1999 Warrant Shares to be sold by axx Xxxxx 0009 Warrant Holders, and (d) Warrant Shares to be sold by any Holders) that selling stockholders propose to sell therein, whether or not such selling stockholders have among all Holders pro rata based on the right to include shares therein (the "OTHER OFFERED SHARES"), plus ratio the number of January 1998 Warrant Shares that Common Units each such Holder requests be included bears to the January 1998 Warrant Holders have requested to be sold therein, plus the total number of February 1999 Warrant Shares Common Units of all Holders that the February 1999 Warrant Holders have been requested to be sold therein, plus the number of April 1999 Warrant Shares that the April 1999 Warrant Holders have requested to be sold therein, plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Offered Shares, exceeds the maximum number of shares specified by the managing underwriter included in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Offered Shares. Such maximum number of shares that may be so sold, excluding the Company Offered Shares, are referred to as the "INCLUDIBLE SHARESregistration." If the managing underwriter delivers such Cutback Notice, (i) the Company shall be entitled to include all of the Company Offered Shares in the public offering, (ii) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders, and (iii) except as otherwise provided in the preceding clause (ii), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares, in priority to the inclusion (except as otherwise provided in the preceding clause (ii)) of any Other Offered Shares that are proposed to be sold in such public offering. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of January 1998 Warrant Shares, February 1999 Warrant Shares, April 1999 Warrant Shares, Warrant Shares and Other Offered Shares proposed to be sold therein exceeds the maximum number of shares (the "INCLUDIBLE SECONDARY SHARES") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, (i) each stockholder who has requested the inclusion of Other Offered Shares in the public offering pursuant to Section 6.1 or 6.2 of the Stockholders Agreement shall be entitled to include all of its Other Offered Shares and each January 1998 Warrant Holder who has requested the inclusion of its January 1998 Warrant Shares shall be entitled to include all of its January 1998 Warrant Shares, each February 1999 Warrant Holder who has rexxxxxxx xxx inclusion of its February 1999 Warrant Shares shall be entitled to include all of its February 1999 Warrant Shares, and each April 1999 Warrant Holder who has requested the inclusion of its April 1999 Warrant Shares shall be entitled to include all of its April 1999 Warrant Shares, in each case, in priority to the inclusion of any Warrant Shares requested to be included by Holders and (ii) except as otherwise provided in the preceding clause (i), each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares, in priority to the inclusion (except as set forth in the preceding clause (i)) of any Other Offered Shares that are proposed to be sold in such public offering. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Section 2(b) or 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or other selling stockholders, as the case may be.