Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in the event that the Company proposes to file a registration statement under the Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Securities as they may request. The Company shall cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Securities requested to be included in the registration to include such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion therein.

Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in the event that prior to the filing of any registration statement required to be filed pursuant to Section 3(a) above, the Company proposes to file a registration statement under the Securities Act with respect to any shares of its equity securities Common Stock (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders the Holders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the Holders the opportunity to include in such registration statement such number of Registrable Securities as they the Holders may request. The Company shall direct and use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Securities requested to be included in the registration Holders to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder the Holders to registration pursuant to this Section 9.2 3(c) shall be conditioned upon (i) such Securityholder's Holder’s participation in such underwriting and the inclusion of the Registrable Securities to be sold by such Securityholder Holder in the underwriting. All Securityholders proposing to distribute Securities through underwriting and (ii) such underwriting shall enter into Holder executing an underwriting agreement in entered into by the Company which includes customary form terms and conditions relating to sales by shareholders. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and any other agreement on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the representative Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s Registrable Securities and such Holder’s intended method of the underwriter or underwritersdistribution and any other representation required by law. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of nationally recognized standing shall advise the Company and the Securityholders Holders in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution price of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company then the following shall be included the priority of inclusion of shares in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion therein.offering:

Piggy-Back Registration Rights. a. The Company covenants and agrees with Except as otherwise specified in this Warrant, this Warrant shall not entitle the Securityholders that Holder to any rights of a holder of Common Stock in the event that Company until such time as this Warrant is Exercise or Exchanged. Subject to the Company’s ability to secure the requisite consents specified in Section 5.2 below, the Company hereby grants the following registration rights to Holder. If during the term of this Warrant the Company proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any class of its equity securities (other than pursuant to a registration statements statement on Form S-4 or Form S-8 (or any successor form) or similar formsany other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the Securities Act applies or an offering of securities solely to the Company’s existing shareholders), whether or not for its own account, then the Company shall in each case give written notice of such proposed filing to all Securityholders promptly Holder as soon as practicable (and in any event at least twenty (20but no later than 20 business days) days before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, Holder the opportunity to include in such registration statement register such number of Securities shares of Warrant Stock as they Holder may request. The Holder shall advise the Company shall in writing within 10 business days after the date on which the Company’s notice is so given, setting forth the number of shares of Warrant Stock for which registration is requested. If the Company’s offering is to be an underwritten offering, the Company shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) or underwriters to permit the holders Holders of Securities the Warrant Stock requested to be included in the registration for such offering to include such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities Warrant Stock in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering , subject to Holder’s execution of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered underwriters selected by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distributionsame manner as other holders participating in the registration. In connection with any such offering, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: will (i) first, include only such information relating to the Holder and the sale of Holder’s securities the Company proposes to include therein as Holder shall specifically permit and (ii) secondindemnify the Holder against liabilities, such other securities (losses and damages that Holder may incur in connection with the offering, including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according those relating to the number applicable securities laws, and any breach by the Company of securities requested to be included by each such holder requesting inclusion thereinthis Warrant.

Piggy-Back Registration Rights. a. The (a) If during the Registration Period the Company covenants and agrees proposes or is required to file with the Securityholders SEC a registration statement (the "Piggy-Back Registration Statement") under the Securities Act in connection with an Underwritten Offering of Common Stock (other than a registration statement that does not permit the inclusion therein of the Registrable Securities), the Company will each such time give prompt written notice of its intention to do so to each Holder. Upon the written request of any Holder given within 10 days after the delivery or mailing of such notice from the Company, the Company will use commercially reasonable efforts to include in such Piggy-Back Registration Statement that number of the event Conversion Shares specified by Holder in such written request (subject to the limitations set forth in this Section 2.2(a) and in Section 2.2(b) below) (the "Requested Shares") so as to permit the public sale of such Requested Shares, provided that if the managing underwriter or underwriters advise the Company that marketing factors require a limit on the number of shares to be underwritten, the Company may (subject to the limitations set forth below) exclude all Requested Shares from, or limit the number of Requested Shares to be included in, the Piggy-Back Registration Statement and underwriting. In such event, the Company shall so advise each requesting Holder, and the number of Requested Shares and other shares ("Other Shares") requested to be included in such Piggy-Back Registration Statement and underwriting by other persons or entities that are then stockholders of the Company ("Other Holders"), after providing for all shares that the Company proposes to file a registration statement under the Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not offer and sell for its own account, then shall be allocated among the Company shall give written notice of such proposed filing to all Securityholders promptly (Requesting Holders and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Securities as they may request. The Company shall cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Securities requested to be included in the registration to include such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities in such proposed offering Other Holders pro rata on the same terms and conditions as any similar securities basis of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities number of Requested Shares then held by the Company proposes to include therein requesting Holders and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the aggregate number of securities requested to be included Other Shares then held by each such holder requesting inclusion thereinOther Holders.

Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in the event event, and in each such event, that the Company proposes to file a registration statement under the Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Securities as they may request. The Company shall cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Securities requested to be included in the registration to include such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the aggregate number of securities requested to be included held by each such holder requesting inclusion therein.

Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in the event that (a) If the Company at any time proposes to file a registration statement register any of its debt securities under the Act with respect to any of its equity securities (other than pursuant any such debt securities the proceeds of which will be applied by the Company to registration statements on Form S-4 or Form S-8 or any successor or similar forms)repay in full all outstanding Registrable Notes, together with accrued and unpaid interest thereon, in accordance with the provisions of the Indenture) whether or not for sale for its own account, then on a form and in a manner that would permit registration of the Company shall Registrable Notes for sale to the public under the Act, it will give written notice to all the Holders of Registrable Notes promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed filing to all Securityholders promptly registration (and including, without limitation, (x) whether or not such registration will be in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholdersconnection with an underwritten offering and, together with others who have similar rightsif so, the opportunity to include in such registration statement such number identity of Securities as they may request. The Company shall cause the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of a proposed underwritten offering any underwriting commissions, discounts and the like) at which such securities are reasonably expected to be sold). Upon the written request of any such Holder delivered to the Company within ten days after the receipt of any such notice (unless which request shall specify the offering is Registrable Notes intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will use reasonable best efforts to effect the registration under the Act of all of the Registrable Notes the Company has been so requested to register. If such registration involves an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing thatoffering, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Securities requested all Holders requesting to be included in the registration must sell their Registrable Notes to include such Securities in the proposed offering and underwriters selected by the Company shall use its reasonable best efforts to include such Securities in such proposed offering on the same terms and conditions as any similar securities of apply to the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of Company; provided that the Company shall be included bear the expenses in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, connection with such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion thereinan underwritten offering as set forth in Section 6 hereof.

Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in the event that If the Company (herein sometimes referred to as the "Public Entity") proposes to file a registration statement under the Act with respect to register any units of its common equity securities (referred to in this Article IV as "Common Shares") under the Securities Act whether for its own account or for the account of other security holders or both on any form other than pursuant to S-8, X-0 (xx form S-3 if such registration statements on covers an offering of the type contemplated by Form S-4 or Form S-8 S-8) or any successor or similar forms), whether or not for its own account, then the Company shall will give prompt written notice of such proposed filing (a "Registration Notice") to all Securityholders promptly of its intention so to register such shares of Common Shares. Securityholders may, within thirty (and in any event at least twenty (2030) days before after the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Securities as they may request. The Company shall cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class receipt of the Company's equity securities other than Common Stock and the managing underwriter has advised Registration Notice, notify the Company in writing thatof the number of shares of Common Shares, in its opinionif any, the inclusion that each such Securityholder desires to have included in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Securities requested to be included in the registration to include such Securities in the proposed offering registration, and the Company shall use its reasonable best efforts to cause such shares of Common Shares to be included in such registration. The Company shall not be required to include such Securities shares of Common Shares in any such registration if and to the extent that, in the opinion of the managing underwriter for such offering, the inclusion of such shares of Common Shares would adversely affect the marketing of such proposed offering on or if the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder Securityholders have not agreed to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative underwriters and to refrain from selling any additional shares of Common Shares for such reasonable period following the effective date of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any as such managing underwriter may request. If the number of recognized standing shall advise the Company and shares of Common Shares to be offered by the Securityholders is so reduced (but the Securityholders are permitted to include some shares of Common Shares in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distributionregistration), then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to shares that may be included by each such holder requesting inclusion therein.the Securityholders shall be allocated pro

Piggy-Back Registration Rights. a. The Company covenants and agrees with (a) Stellar shall advise the Securityholders that in the event that the Company proposes to file a registration statement under the Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give Buyer by written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before prior to the anticipated filing dateof a registration statement under the 1933 Act (excluding registration on Forms X-0, X-0, or any successor forms thereto). Such notice shall offer , covering securities of Stellar to be offered and sold by Stellar to the public generally and shall, upon the request of Buyer given at least five (5) days prior to the filing of such Securityholdersregistration statement, together with others who have similar rights, the opportunity to include in any such registration statement such number information as may be required to permit a public offering of Securities the Shares. Stellar shall supply prospectuses, qualify the Shares for sale in such states as they Stellar qualifies its securities generally and furnish indemnification in the manner as set forth in Subparagraph 16(c) hereafter, and use its best efforts to register or qualify such Shares under such other securities or blue sky laws of such jurisdictions as Holder reasonably requests (provided that Stellar shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction). Stellar will be required to maintain the registration of the Shares made pursuant to this Subsection 16(a) for the earlier of (i) one year or (ii) such time as the Shares may requestbe sold without regard to applicable volume limitations under Rule 144 promulgated under the Act. The Company Buyer shall cause furnish such information as may be reasonably requested by Stellar in order to include such Shares in the managing underwriter of a proposed underwritten offering (unless registration statement. In the offering is event that any registration pursuant to this Subsection 16(a) shall be, in whole or in part, an underwritten public offering of a class of the Company's equity securities other than Common Stock on behalf of Stellar, and the managing underwriter has advised the Company advises Stellar in writing that, that in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Securities requested to be included in the registration to include such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Stellar, Stellar shall include in such registration (i) first, the securities Stellar proposes to sell, and (ii) second, the Shares and any other shares eligible and requested to be included in such registration to the extent that the number of shares to be registered will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i), pro rata among Buyer of such shares, including Buyer of the Shares, on the basis of the number of shares eligible for registration which are owned by each all such holder requesting inclusion thereinholders. Notwithstanding the foregoing, Stellar may withdraw any registration statement referred to in this Section 7 16(a) without thereby incurring liability to Buyer of the Shares.

Piggy-Back Registration Rights. a. The Company covenants In addition, if at any time commencing after the date hereof and agrees with expiring seven years after the Securityholders that in the event that date hereof, the Company proposes to shall prepare and file a one or more registration statement statements under the Act Act, with respect to a public offering of equity or debt securities of the Company, or of any such securities of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and held by its security holders, the Company will include in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such information as is required, and such number of Securities shares of Common Stock held by, or shares of Common Stock underlying outstanding Warrants held by, the Holders hereof or their respective designees or transferees as they may request. The Company shall cause the managing underwriter of be requested by them, to permit a proposed underwritten offering (unless the offering is an underwritten public offering of a class the Shares so requested; provided, however, that if, in the written opinion of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing thatunderwriter, in its opinionif any, the inclusion in such offering of Common Stock would materially adversely affect the distribution of for such offering) to permit the holders of Securities requested to be included in the registration to include such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities shares requested to be included in the registration concurrently with registered, when added to the securities being registered by the Company or the selling security holder(s), would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of exceed the maximum amount of the Company's securities which such managing underwriter believes that can reasonably be sold in marketed without otherwise materially and adversely affecting the contemplated distributionentire offering, then the Company may exclude from such offering that portion of the shares requested to be so registered, so that the total number of securities to be included registered is within the maximum number of shares that, in a registration which is a primary underwritten offering on behalf the opinion of the managing underwriter, may be marketed without otherwise materially and adversely affecting the entire offering, provided that the Company shall be included required to include in the offering and in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested by the Holder of Warrants along with all other holders of securities requesting registration pursuant to registration rights which were granted on or prior to the date hereof and are described in the Company's Registration Statement; and, second, the pro rata number of securities requested by all other holders of securities requesting registration pursuant to other registration rights. In the event of such a proposed registration, the Company shall furnish the then Holders with not less than 30 days' written notice prior to the proposed date of filing of such registration statement. The Company shall use its best efforts to ensure that such registration statement is declared effective and remains effective until such time as all of the shares have been registered or may be included sold without registration under the Act or applicable state securities laws and regulations, and without limitation as to volume, pursuant to Rule 144 of the Act. The Holders shall be entitled to exercise the rights provided for in this Subsection 12.2 on two separate occasions by each giving written notice to the Company, within 20 days of receipt of the Company's notice of its intention to file a registration statement. The Company shall bear all fees and expenses incurred by it in connection with the preparation and filing of such holder requesting inclusion thereinregistration statement other than fees and expenses of Holder's counsel.

Piggy-Back Registration Rights. a. The Company covenants and agrees with (a) At any time following one (1) year from the Securityholders date of this Agreement that the Stockholders in the event that aggregate own at least 438,376 shares (as adjusted for stock dividends, mergers, etc.) of the Registrable Securities, if the Company proposes to file a registration statement under the Act with respect to an offering by the Company of any class of its equity security for cash, including any security convertible into or exchangeable for any equity securities (other than pursuant to (i) a registration statements statement on Form S-4 or Form S-8 (or any successor or similar formssubstitute form for comparable purposes that may be adopted by the Commission), whether (ii) a registration statement filed in connection with an exchange offer or not for its own accountan offering of securities solely to the Company's existing security holders or (iii) pursuant to Article 3 hereto), then the Company shall in each case give written notice of such proposed filing to all Securityholders promptly (and in any event the Holders at least twenty (20) 30 days before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, the Holders the opportunity to include in such registration statement register such number of Registrable Securities as they each such Holder may request. The Upon the written request of any Holder received by the Company shall within 15 business days after the date of the Company's delivery of its notice to the Holders of its intention to file such a registration statement, the Company shall, subject to the conditions and in accordance with the procedures set forth herein, use reasonable efforts to cause the managing underwriter or underwriters, if any, of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Registrable Securities requested by the Holder to be included in the registration to include statement for such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included thereintherein (a "Piggy-Back Registration"). If Notwithstanding the foregoing, if the managing underwriter or underwriters of an offering indicates in writing to the Holders who have requested that their Registrable Shares be included in such offering, its reasonable belief that because of the size of the offering of which the Company gives notice is a public offering involving an underwriterintended to be made, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in might reasonably be expected to jeopardize the registration concurrently with ability to complete the offering of the securities being registered of the Company to be offered and sold by the Company would materially adversely affect for its own account, then the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which to be offered for the account of the Holders shall be reduced on a pro rata basis with all sellers (whether or not such managing underwriter believes can reasonably be sold in sellers are Holders) other than the contemplated distribution, then Company to the extent necessary to reduce the total amount of securities to be included in a registration which is a primary underwritten such offering on behalf to the amount recommended by such managing underwriter or underwriters; provided however, that in no event shall the amount of securities of the Company shall be Selling Holders included in the following order: (i) first, offering be reduced below 15% of the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number total amount of securities requested to be included by each in such holder requesting inclusion thereinoffering. The Company will bear all Registration Expenses (as hereinafter defined) in connection with a Piggy-Back Registration.

Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in the event that the Company proposes (a) Whenever ------------------------------ Acquiror shall propose to file a registration statement Registration Statement under the Securities Act with respect relating to any the public offering of its equity securities Common Stock for cash pursuant to a firm commitment underwriting (other than pursuant to registration statements a Registration Statement on Form S-4 or Form S-8 or any successor forms, or similar forms), whether filed in connection with an exchange offer or not an offering of securities solely to existing shareholders or employees of Acquiror and other than pursuant to a Registration Statement filed in connection with an offering by Acquiror of securities convertible into or exchangeable for Common Stock) for sale for its own account, then the Company Acquiror shall (i) give written notice at least ten Business Days prior to the filing thereof to each Holder then outstanding, specifying the approximate date on which Acquiror proposes to file such Registration Statement and advising such Holder of such Holder's right to have any or all of the Registrable Securities then held by such Holder included among the securities to be covered thereby and (ii) at the written request of any such Holder given to Acquiror at least five Business Days prior to the proposed filing date, include among the securities covered by such Registration Statement the number of Registrable Securities that such Holder shall have requested be so included (subject, however, to all Securityholders promptly reduction in accordance with paragraph (and in any event at least twenty (20b) days before the anticipated filing dateof this Section 3). Such notice Acquiror shall offer use its commercially reasonable efforts to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Securities as they may request. The Company shall cause the managing underwriter of a the proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders Holders of Registrable Securities requested to be included in the registration Registration Statement for such offering to include such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities securities in such proposed offering on the same terms and conditions as any similar securities the Shares of the Company Acquiror capital stock included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion therein.

Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in the event that If the Company at any time proposes to file a registration statement under the Securities Act with respect to any offering by the Company for its own account or for the account of its equity securities others of any class of security to be offered for cash (other than (i) a registration statement on Forms X-0, X-0, X-0 or S-8, (ii) a registration statement filed on Form F-1 or Form S-1 for an offering of capital stock of the Company solely to any one or more of the Company's management, employees or former employees, (iii) a registration statement filed in connection with a transaction pursuant to Rule 145 under the Securities Act or (iv) the first registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not statement for an underwritten offering of capital stock of the Company for its own account), then the Company shall in each case give written notice of such proposed filing to all Securityholders promptly (and in any event the Holders at least twenty (20) thirty days before the anticipated filing date). Such , and such notice shall offer (a "Piggy-Back Registration Offer") such Holders the opportunity to include any or all of the outstanding Registrable Securities held by them in such Securityholders, together with others who registration statement (a "Piggy-Back Registration") and shall set forth the intended method of disposition of the securities proposed to be registered by the Company. Each Holder desiring to have similar rightsRegistrable Securities registered under this Section 4.1(a) shall so notify the Company in writing within twenty days after the receipt by such Holder of the written notice provided for in the preceding sentence (which notification shall set forth the amount of Registrable Securities for which registration is requested) and the Company will use its best efforts to cause all such Registrable Securities, the opportunity Holders of which shall have so requested the registration thereof, to be registered under the Securities Act to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by the Holders of the Registrable Securities to be so registered; provided, however, that if such registration shall be in connection with an underwritten offering and, if the managing underwriter or underwriters of such offering, as selected by the Company, shall advise the Company in writing that in its or their opinion the total amount or kind of securities which the Holders, the Company and any other persons or entities intend to include in such offering exceeds the amount which can be sold in such offering without an adverse effect on the price, timing or distribution of the securities offered, the Company shall be required to include in such registration statement such number only the amount of Registrable Securities as they may request. The Company shall cause and securities of other persons or entities, if any, which the managing underwriter or underwriters determine, in its or their sole discretion, can be sold without an adverse effect on the price, timing or distribution of the securities offered (the securities so included to be apportioned as follows: (i) first, pro rata among (A) the Exchange Holders, (B) the 1994 Holders and (C) the holders of outstanding Ordinary Shares, or ADSs representing such Ordinary Shares, issued or issuable upon exercise of the Investor Warrants and the Xxxxxx-Xxxxxxx Warrant, (ii) second, pro rata among the holders of securities issued upon exercise of the Elan Warrants, (iii) third, the Xxxxxxxxxx Shares and (iv) fourth, pro rata among the Holders of Registrable Securities requesting Piggy- Back Registration thereof; provided, however, that in the event that any such request for Piggy-Back Registration is in response to a proposed underwritten offering demand registration pursuant to the Elan Warrants, then the securities so included to be apportioned as follows: (unless i) first, pro rata among the offering is holders of securities issued upon exercise of the Elan Warrants, (ii) second, pro rata among (A) the Exchange Holders, (B) the 1994 Holders and (C) the holders of outstanding Ordinary Shares, or ADSs representing such Ordinary Shares, issued or issuable upon exercise of the Investor Warrants and the Xxxxxx-Xxxxxxx Warrant, (iii) third, the Xxxxxxxxxx Shares and (iv) fourth, the Holders of Registrable Securities requesting Piggy-Back Registration. In the event that a registration shall be, in whole or in part, in connection with an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing thatADSs, in its opinionor Ordinary Shares underlying such ADSs, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Securities requested to be included in the registration to include such Securities in the proposed offering and the Company shall use its reasonable best efforts not be required to include such any Registrable Securities in such proposed registration unless the Holders requesting registration thereof agree to accept the offering on substantially the same terms and conditions as any similar securities of the ADSs, or Ordinary Shares underlying such ADSs, otherwise being sold by the Company included thereinin such underwritten offering. If Notwithstanding the offering of which foregoing, the Company gives notice is a public offering involving an underwriter, shall be obligated to make only two Piggy-Back Registration Offers and thereafter the right of a Securityholder to registration pursuant to Company shall have no further obligation under this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding4.1(a); provided, in the case of a firm commitment offering on underwriting terms appropriate for such a transactionhowever, other than a registration requested by Securityholders pursuant to Section 9.1, that if any such managing underwriter Piggy-Back Registration in which Holders have requested inclusion of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all Registrable Securities is not declared effective or a specified portion if at least 50% of the Registrable Securities of such Holders requested to be included therein are not so included, such Piggy-Back Registration shall not constitute a Piggy-Back Registration Offer for the purpose of this Section 4.1(a). Notwithstanding anything to the contrary in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distributionthis Section 4.1(a), then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included have the right, in its sole discretion, to discontinue any registration under this Section 4.1(a) at any time prior to the effective date of such registration if the registration of securities for the Company's account giving rise to such registration under this Section 4.1(a) is, in the following order: (i) firstsole discretion of the Company, discontinued by the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion thereinCompany.

Piggy-Back Registration Rights. a. The Company covenants and agrees with If the Securityholders that in the event that the Company Corporation proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any class of its equity securities (other than pursuant to a registration statements statement on Form S-4 or Form S-8 (or any successor form) or similar formsany other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the Securities Act applies or an offering of securities solely to the Corporation's existing shareholders), whether or not for its own account, then the Company Corporation shall in each case give written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days the Holder as soon as practicable before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, each Holder the opportunity to include register such number of shares of Common Stock (not otherwise registered or saleable under Rule 144) as such Holder may request. Each Holder desiring to have Common Stock included in such registration statement such shall so advise the Corporation in writing within 5 Trading Days after the date on which the Corporation's notice is so given, setting forth the number of Securities as they may requestshares of Common Stock for which registration is requested. The Company shall If the Corporation's offering is to be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) or underwriters to permit the holders Holders of Securities the Common Stock requested to be included in the registration for such offering to include such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities Common Stock in such proposed offering on the same terms and conditions as any similar securities of the Company Corporation included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the The right of a Securityholder each Holder to registration pursuant to this Section 9.2 shall in connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such SecurityholderHolder's participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other persons or entities intend to include in such offering or (b) the size of the offering that the Corporation, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) Common Stock requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion therein.then

Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in In the event that the Company at any time proposes to file a registration statement register any NGP Common Stock (or Newco Common Stock, as applicable) under the Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms)Securities Act, whether or not for sale for its own account, then in a manner that would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, the Company shall in the case of each such proposed registration give prompt written notice of such proposed filing and of the rights of Holder under this Section 3.02 to all Securityholders promptly Holder (and but in any event at least twenty (20) not less than ten days before the anticipated filing date), so as to allow Holder to participate in such registration. Such notice shall specify, to the extent known by the Company at the time of such notice, the estimated number of shares of NGP Common Stock (or Newco Common Stock, as applicable) proposed to be registered, the proposed date of filing such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters of such shares and an estimate by the Company of the maximum offering price thereof. The Company shall further notify Holder of any changes in the estimated number of shares stock so proposed to be registered. Subject to the terms and conditions hereof, such notice shall offer to such Securityholders, together with others who have similar rights, Holder the opportunity to include in such registration statement such number of Registrable Securities as they Holder may request. The Company shall cause Upon the managing underwriter written request of a proposed underwritten offering (unless the offering is an underwritten offering of a class Holder made within seven days after receipt of the Company's equity securities other than Common Stock notice (which request shall specify the number of Registrable Securities intended to be disposed of and the managing underwriter has advised intended method of disposition thereof (which request may not, without the Company in writing thatconsent of the Company, in its opinionbe a Rule 415 Offering), the inclusion in such offering written request of Common Stock would materially adversely affect Holder being the distribution of such offering) to permit the holders of Securities requested to be included in the registration to include such Securities in the proposed offering and "PIGGY-BACK REQUEST"), the Company shall use its reasonable best efforts to include such Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If cause the offering of which the Company gives notice Registrable Securities so specified in the Piggy-back Request to be registered as soon as is a public offering involving an underwriterreasonably practicable, in connection with the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Company's stock, under the Securities Act, to be sold by the extent required to permit the disposition (in accordance with such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative intended methods thereof) of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities so requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distributionregistered; PROVIDED, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion therein.that:

Piggy-Back Registration Rights. a. The Company covenants and agrees with Except as otherwise specified in this Warrant, this Warrant shall not entitle the Securityholders that Holder to any rights of a holder of Common Stock in the event that Company until such time as this Warrant is Exercised or Exchanged. Subject to the Company’s ability to secure the requisite consents specified in Section 5.2 below, the Company hereby grants the following registration rights to Holder. If during the term of this Warrant the Company proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any class of its equity securities (other than pursuant to a registration statements statement on Form S-4 or Form S-8 (or any successor form) or similar formsany other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the Securities Act applies or an offering of securities solely to the Company’s existing shareholders), whether or not for its own account, then the Company shall in each case give written notice of such proposed filing to all Securityholders promptly Holder as soon as practicable (and in any event at least twenty (20but no later than 20 business days) days before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, Holder the opportunity to include in such registration statement register such number of Securities shares of Warrant Stock as they Holder may request. The Holder shall advise the Company shall in writing within 10 business days after the date on which the Company’s notice is so given, setting forth the number of shares of Warrant Stock for which registration is requested. If the Company’s offering is to be an underwritten offering, the Company shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) or underwriters to permit the holders Holders of Securities the Warrant Stock requested to be included in the registration for such offering to include such Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Securities Warrant Stock in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering , subject to Holder’s execution of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Securities requested to be included in the registration concurrently with the securities being registered underwriters selected by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distributionsame manner as other holders participating in the registration. In connection with any such offering, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: will (i) first, include only such information relating to the Holder and the sale of Holder’s securities the Company proposes to include therein as Holder shall specifically permit and (ii) secondindemnify the Holder against liabilities, such other securities (losses and damages that Holder may incur in connection with the offering, including the Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according those relating to the number applicable securities laws, and any breach by the Company of securities requested to be included by each such holder requesting inclusion thereinthis Warrant.

Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in the event that prior to the filing of any registration statement required to be filed pursuant to Section 3(a) above, the Company proposes to file a registration statement under the Securities Act with respect to any shares of its equity securities Common Stock (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders the Holders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the Holders the opportunity to include in such registration statement such number of Registrable Securities as they the Holders may request. The Company shall direct and use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock would materially adversely affect the distribution of such offering) to permit the holders of Securities requested to be included in the registration Holders to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder the Holders to registration pursuant to this Section 9.2 3(c) shall be conditioned upon (i) such SecurityholderHolder's participation in such underwriting and the inclusion of the Registrable Securities to be sold by such Securityholder Holder in the underwriting. All Securityholders proposing to distribute Securities through underwriting and (ii) such underwriting shall enter into Holder executing an underwriting agreement in entered into by the Company which includes customary form terms and conditions relating to sales by shareholders. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and any other agreement on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the representative Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities and such Holder's intended method of the underwriter or underwritersdistribution and any other representation required by law. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of nationally recognized standing shall advise the Company and the Securityholders Holders in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included reduced in the following order: (i) first, Registrable Securities requested to be included by Holders shall be excluded pro rata and (ii) second, the securities the Company proposes to include therein and (ii) second, such other securities (including the Securities) requested to shall be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion thereinexcluded.