Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. If, at any time prior to the Maturity Date, the Borrower proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower for its own account or for the account of others of any class of security (other than (a) a registration statement on Forms S-4 or S-8, (b) a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result of Section 2 hereof), then the Borrower shall in each case give written notice of such proposed filing to the Creditor at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor the opportunity to register such shares of Registrable Securities as each such holder may request. The Borrower shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to the Creditor that the total amount of securities which it or the Borrower or any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Creditor shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offer.

Piggy Back Registration. If, at any time prior to during the Maturity Datefive (5) year period commencing on December 20, 2018, the Borrower Company proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Borrower Company for its own account or for shareholders of the account of others of any class of security (Company for their account, other than (a) a registration statement on Forms S-4 or S-8, (bi) a registration statement filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (ciii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a registration statement filed as a result of Section 2 hereof)dividend reinvestment plan, then the Borrower Company shall in each case (x) give written notice of such proposed filing to the Creditor at least 30 holder(s) of this Warrant and any Warrant Shares as soon as practicable but in no event less than ten (10) days prior to before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holder(s) of this Warrant and any Warrant Shares in such notice shall offer the Creditor the opportunity to register such shares of the Registrable Securities as each such holder holders may requestrequest in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Borrower Company shall use its reasonable best efforts cause such Registrable Securities to be included in such registration statement and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering a Piggy-Back Registration on the same terms and conditions as any similar securities of the Borrower included thereinCompany and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the foregoing, if underwriter or underwriters selected for such Piggy-Back Registration. If the managing underwriter or underwriters of such for a Piggy-Back Registration that is to be an underwritten offering delivers an opinion to advises the Creditor Company in writing that the total dollar amount or number of shares of Registrable Securities which the holder(s) thereof desire to sell, taken together with all other securities which it the Company desires to sell and all other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which the holders thereof desire to sell, exceeds the maximum dollar amount or the Borrower or any other persons or entities intend to include maximum number of shares that can be sold in such offering is sufficiently large to materially and without adversely affect affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering, then the amount or kind Company may remove from such registration statement any Registrable Securities that the managing underwriters shall reasonably request. Any holder of securities Registrable Securities may elect to be offered withdraw such xxxxxx’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the accounts Company of such request to withdraw prior to the effectiveness of the Creditor shall be reduced pro rata with respect registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to each holder written contractual obligations) may withdraw a registration statement at any time prior to the extent necessary effectiveness of the registration statement. The Company shall bear all fees and expenses attendant to reduce registering the total amount Registrable Securities, including the expenses of securities any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting commissions related to the Registrable Securities. Notwithstanding anything contained in this Section 6 to the contrary, the Company shall have no obligation pursuant to this Section 6 to cause the Registrable Securities to be included in a registration statement where the Holder would then be entitled to sell under Rule 144 within any three-month period (or such offering to other period prescribed under Rule 144 as may be provided by amendment thereof) all of the amount recommended Registrable Securities then held by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offerHolder.

Piggy Back Registration. (i) If, at any time prior to the Maturity DateDecember 31, the Borrower 2010, ONEH proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower for its own account ONEH or for the account any other party of others of any class of security ONEH Common Stock (other than (a) a registration statement on Forms Form S-4 or S-8, (b) S-8 or any successor form or a registration statement filed solely in connection with an exchange offer offer, a business combination transaction or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to the existing stockholders or employees of ONEH), then the Borrower ONEH, on each such occasion, shall in each case give written notice (each, a "ONEH Piggy-Back Notice") of such proposed filing to the Creditor UGTI at least 30 fifteen days prior to before the anticipated filing datedate of such registration statement, and such notice ONEH Piggy-Back Notice also shall be required to offer to UGTI the Creditor the one-time opportunity to register such aggregate number of shares of Registrable Securities ONEH Common Stock as each such holder UGTI may request, subject to the terms hereof. The Borrower UGTI shall have the one-time right, exercisable for the five days immediately following the giving of the ONEH Piggy-Back Notice, to request, by written notice (each, a "UGTI Notice") to ONEH, the inclusion of all or any portion of the shares of ONEH Common Stock owned by UGTI in such registration statement. ONEH shall use its reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed underwritten offering to permit the holders inclusion of Registrable Securities requested in writing within fifteen (15) days after the notice given by UGTI’s ONEH shares which were the Borrower to be included in subject of the registration for such offering to include such securities UGTI Notice in such underwritten offering on the same terms and conditions as any similar securities of the Borrower ONEH included therein. Notwithstanding anything to the foregoingcontrary contained in this Section 1.4(i), if the managing underwriter or underwriters underwriter(s) of such underwritten offering or any proposed underwritten offering delivers an a written opinion to the Creditor UGTI that the total amount and kind of securities which it or the Borrower or they, ONEH and any other persons or entities person intend to include in such offering is sufficiently large such as to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts account of the Creditor UGTI and persons other than ONEH shall be eliminated or reduced pro rata with respect to each holder (based on the amount of securities owned by UGTI and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rightsunderwriter(s) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offerin its written opinion.

Piggy Back Registration. (a) If, at any time prior to the Maturity Datetime, the Borrower Company proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower Company for its own account or for the account of others any security holders of the Company of any class of debt or equity security of the Company (other than (a) a registration statement on Forms Form S-4 or S-8, (b) a registration statement filed in connection with an exchange offer S-8 or (c) a registration statement filed as a result of Section 2 hereofany successor or similar forms thereto), then which is anticipated to be or becomes effective on or after May 30, 1997, the Borrower Company shall in each case give written notice of such proposed filing (the "Offering Notice") to Drillships and to all holders of Registrable Securities to whom the Creditor transfer of Registrable Securities have, from time to time, been registered on the books and records of the Company (Drillships and any such transferee each referred to herein as a "Holder" and collectively as "Holders"), such securities so transferred constituting Registrable Securities immediately following such transfer, at least 30 days prior to before the date of anticipated filing date, and such notice with the Commission. Such Offering Notice shall offer to any Holder, the Creditor the opportunity opportunity, but in no event shall such offer constitute a mandatory obligation, to register such shares number of Registrable Securities as any such Holder may request in writing. For such request for registration (each a "Piggyback Registration") to be effective it must be received by the Company within 15 days after receipt by such holder may request. The Borrower Holder of the Offering Notice. (b) In connection with any Piggy-back Registration, the Company shall use its reasonable best efforts effort to cause the managing underwriter or underwriters of a proposed underwritten offering to permit any Holder of the holders of Registrable Securities who requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities Registrable Securities in such offering on the same terms and conditions as any similar securities of the Borrower Company or, if such offering is for the account of other security holders, any similar securities of such security holders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their opinion the number of Registrable Securities proposed to be sold in such offering delivers an opinion to exceeds the Creditor number of Registrable Securities that can be sold in such offering without adversely affecting the total amount of securities which it or market for the Borrower or any other persons or entities intend to Common Stock, the Company will include in such offering is sufficiently large to materially and adversely affect registration the success number of Registrable Securities that in the opinion of such offeringmanaging underwriter or underwriters can be sold without adversely affecting the market for the Common Stock. In such event, then the amount or kind Company shall reduce the number of securities Registrable Securities to be offered for the accounts of the Creditor shall be reduced any Holder pro rata with respect to on the basis of the relative number of any Registrable Securities requested by each holder to the extent necessary to reduce the total amount of securities Holder to be included in such offering registration to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offer.extent necessary

Piggy Back Registration. If, (a) If at any time prior to beginning on the Maturity Date, date hereof and ending three years after such date the Borrower Issuer proposes to file a registration statement under the 1933 Act with respect to an underwritten any offering by the Borrower for its own account or for the account of others of any class securities of security Issuer (other than (a) a registration statement on Forms Form S-4 or S-8, S-8 (bor any substitute form for comparable purposes that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to Issuer's existing securityholders), then the Borrower Issuer shall in each such case give written notice of such proposed filing to the Creditor at least 30 Holders of Registrable Securities as soon as practicable (but in no event less than 10 days prior to before the anticipated filing date), and such notice shall offer the Creditor such Holders the opportunity to register such number of shares of Registrable Securities for sale pursuant to such offering as each such holder Holder may request. The Borrower . (b) Issuer shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration statement for such offering to include such securities in such offering be included on the same terms and conditions as any similar securities of the Borrower Issuer or of any other selling securityholders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to determines that because of the Creditor that size of the total amount offering which the Holders of securities which it or such Registrable Securities, the Borrower or any Issuer, and such other persons or entities intend to include in such make, the success of the offering is sufficiently large of the Issuer's securities could reasonably be expected to be materially and adversely affect affected by inclusion of the success of such offeringRegistrable Securities requested to be included, then the managing underwriters shall provide written notice of such determination to the Holders of the Registrable Securities, and the amount or kind of securities to be offered for the accounts of the Creditor Holders shall be reduced pro rata with respect to each holder among the Holders to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, provided that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as Issuer, then the Borrower, such reduction shall not represent a greater fraction of proportion by which the number amount of securities intended to be offered by Holders is reduced shall not exceed the Creditor than proportion by which the fraction amount of similar reductions imposed on securities intended to be offered by such other persons or entities other than Issuer is reduced. Issuer will bear all Registration Expenses in connection with a piggy-back registration. (c) As a condition to a Holder's participation in any underwriting with respect to Issuer pursuant to this Section 3, the amount Holder shall be required to enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required by the underwriters in order to include the Registrable Securities for sale pursuant to such underwritten offering. (d) Issuer represents and warrants that, as of securities they intended to offerthe date hereof, no other securityholder of Issuer has been granted "piggy-back" registration rights.

Piggy Back Registration. If, (a) If at any time prior to the Maturity Date, Company determines that the Borrower proposes to Company will file a registration statement under the 1933 Act Registration Statement with respect to an underwritten offering by any securities of the Borrower Company of any class, whether such securities are to be offered for its the Company's own account or for the account of others of any class of security (holder, other than (a) a registration statement on Forms Form S-4 or S-8, (b) Form S-8 or a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereof)equity securities solely to the Company's existing Stockholders, then the Borrower shall Company shall, in each case case, give at least fifteen (15) business days' prior written notice to each Stockholder (other than, in the case of a filing under Section 5.1 above, the Demanding Stockholder) of such proposed filing to the Creditor at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor each Stockholder the opportunity to register such shares number of Registrable Securities Shares as each such holder Stockholder may request. The Borrower shall specify. (b) In the event that any offering of securities with respect to which a Registration Statement is filed as described in Section 5.2(a) is to be an underwritten public offering, the Company shall, if a Stockholder so requests, use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed such underwritten public offering to permit such number of Shares as the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower Stockholder may specify to be included in the registration for such offering to include such securities in such underwritten public offering on the same no less favorable terms and conditions as to the Stockholder than the terms and conditions applicable to any similar securities included therein for the account of the Borrower included thereinCompany (or other Stockholders). Notwithstanding the foregoing, if the lead managing underwriter or underwriters underwriter(s) of such offering delivers an deliver(s) a written opinion to the Creditor Company that marketing factors require a limitation on the total amount number of Shares or other securities which it or of the Borrower or any other persons or entities intend Company to include be offered and sold in such offering is sufficiently large to materially and adversely affect the success of such offering, then there shall be included in the amount or kind offering, first, all securities proposed by the Company to be sold for its account and second, only that number of Shares, if any, requested to be included in such Registration Statement by Stockholders requesting registration pursuant to this Section 5.2 that such lead managing underwriter reasonably and in good faith believes will not substantially interfere with (including, without limitation, adversely affecting the pricing of) the offering of securities proposed to be sold by the Company for its own account. In such event and provided the managing underwriter has so notified the Company in writing, the number of Shares to be offered for and sold by Stockholders desiring to participate in such offering shall be allocated among such Stockholders in accordance with the accounts terms of the Creditor shall be reduced immediately preceding sentence and otherwise on a pro rata with respect to basis based upon the number of shares of Common Stock (assuming conversion of the Preferred Stock and other securities convertible into or exchangeable for Common Stock held by such Stockholders) each holder to the extent necessary to reduce the total amount of securities such Stockholder beneficially owns, provided, that all Shares proposed to be included in such offering other than Shares held by Participating Stockholders shall be reduced pro rata as provided above (to zero if required) before any reduction in the number of Shares to be sold by the Participating Stockholders. (c) To the extent that the registration of any Shares pursuant to Section 5.1 or 5.2 is not to be included in an underwritten public offering, each Registration Statement which includes such Shares shall permit any Stockholder to sell the Shares in such lawful manner as a Stockholder may request in accordance with this Section 5, provided, however, that the Company may elect to file an additional Registration Statement to cover Shares on any occasion when the Stockholder requests inclusion of Shares in a Registration Statement to be filed by the Company. Each Stockholder acknowledges that its right to cause Shares to be included in any underwritten public offering will be subject to its entering into (i) an underwriting agreement, on terms and conditions no less favorable to the amount recommended by Stockholder than are offered to the Company in such managing underwriter or underwritersunderwritten public offering and (ii) other customary arrangements with the underwriters of such offering; provided, however, that if securities are being offered for no Stockholder shall be required to make any representations, warranties or indemnities except as they relate to such Stockholder's ownership of shares and authority to enter into the account underwriting agreement and to such Stockholder's intended method of distribution, and the liability of each such Stockholder shall be limited to an amount equal to the net proceeds from the offering received by such Stockholder. (d) To the extent not inconsistent with applicable law, in the event that the Company effects an underwritten public offering of the Shares pursuant to Section 5.1 or 5.2, each Stockholder agrees not to effect any public sale or distribution of any Shares during a reasonable period not to exceed (i) 180 days following the effective date of the initial public offering and (ii) 90 days following the effective date of any other persons or entities (other than those exercising demand registration rights) as well as public offering, in each case, if, and to the Borrowerextent, such reduction shall not represent a greater fraction "lock-up" is requested by the underwriter(s) of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offeroffering.

Piggy Back Registration. If, (a) If at any time prior to beginning on the Maturity Date, date hereof and ending three years after such date the Borrower Issuer proposes to file a registration statement under the 1933 Act with respect to an underwritten any offering by the Borrower for its own account or for the account of others of any class securities of security Issuer (other than (a) a registration statement on Forms Form S-4 or S-8, S-8 (bor any substitute form for comparable purposes that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to Issuer's existing securityholders), then the Borrower Issuer shall in each such case give written notice of such proposed filing to the Creditor at least 30 Holders of Registrable Securities as soon as practicable (but in no event less than 10 days prior to before the anticipated filing date), and such notice shall offer the Creditor such Holders the opportunity to register such number of shares of Registrable Securities for sale pursuant to such offering as each such holder Holder may request. The Borrower . (b) Issuer shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration statement for such offering to include such securities in such offering be included on the same terms and conditions as any similar securities of the Borrower Issuer or of any other selling securityholders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to determines that because of the Creditor that size of the total amount offering which the Holders of securities which it or such Registrable Securities, the Borrower or any Issuer, and such other persons or entities intend to include in such make, the success of the offering is sufficiently large of the Issuer's securities could reasonably be expected to be materially and adversely affect affected by inclusion of the success of such offeringRegistrable Securities requested to be included, then the managing underwriters shall provide written notice of such determination to the Holders of the Registrable Securities, and the amount or kind of securities to be offered for the accounts of the Creditor Holders shall be reduced pro rata with respect to each holder among the Holders to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, provided that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as Issuer, then the Borrower, such reduction shall not represent a greater fraction of proportion by which the number amount of securities intended to be offered by Holders is reduced shall not exceed the Creditor than proportion by which the fraction amount of similar reductions imposed on securities intended to be offered by such other persons or entities other than Issuer is reduced. Issuer will bear all Registration Expenses in connection with a piggy-back registration. (c) As a condition to a Holder's participation in any underwriting with respect to Issuer pursuant to this Section 3, the amount of securities they intended Holder shall be required to offerenter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required by the underwriters in order to include the Registrable Securities for sale pursuant to such underwritten offering.

Piggy Back Registration. If, (a) Piggy-Back Rights. If at any time prior to the Maturity Date, the Borrower Company proposes to file a registration statement ----------------- Registration Statement under the 1933 Securities Act with respect to an underwritten offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Borrower Company for its own account or by shareholders of the Company for their own account (or by the account Company and by shareholders of others of any class of security (the Company), other than a Registration Statement (ai) a registration statement on Forms S-4 or S-8, (b) a registration statement filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company's existing shareholders or (ciii) for a registration statement filed as a result of Section 2 hereof)dividend reinvestment plan, then the Borrower Company shall in each case (x) give written notice of such proposed filing to the Creditor at least 30 holders of Registrable Securities as soon as practicable but in no event less than forty-five (45) days prior to before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice shall offer the Creditor the opportunity to register such number of shares of Registrable Securities as each such holder holders may requestrequest in writing within fifteen (15) days following receipt of such notice (a "Piggy-Back Registration"). The Borrower Company shall cause such Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering a Piggy-Back Registration to include such securities in such offering be included on the same terms and conditions as any similar securities of the Borrower included therein. Notwithstanding Company and to permit the foregoing, if the managing underwriter sale or underwriters other disposition of such offering delivers an opinion to Registrable Securities in accordance with the Creditor that the total amount intended method(s) of securities which it or the Borrower or any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Creditor shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offerdistribution thereof.

Piggy Back Registration. If, at any time prior to Commencing immediately after the Maturity Closing Date, if the Borrower proposes to Company determines that it will file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower for its own account or for the account of others of any class of security (other than (a) a registration statement on Forms a Form S-4 or S-8, (b) a registration statement S-8 or filed in connection with an exchange offer or (can offering of securities solely to the Company’s existing stockholders) a on any form that would also permit the registration statement filed as a result of Section 2 hereof)the resale of the Registrable Stock and such filing is to be on the Company’s behalf or on behalf of selling holders of the Company’s securities for the general registration of Common Stock to be sold for cash, then at each such time the Borrower Company shall in promptly give each case give Holder written notice of such proposed filing determination setting forth the date on which the Company proposes to the Creditor at least file such registration statement, which date shall be no earlier than 30 days prior to from the anticipated filing datedate of such notice, and advising each Holder of its right to have Registrable Stock included in such notice shall offer registration. Upon the Creditor written request of any Holder received by the opportunity to register such shares Company no later than 20 days after the date of Registrable Securities as each such holder may request. The Borrower the Company’s notice, the Company shall use its commercially reasonable best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a proposed non-underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included offering, in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities written opinion of the Borrower included therein. Notwithstanding placement agent, or if there is none, the foregoingCompany), if the managing underwriter or underwriters of such offering delivers an opinion to the Creditor that the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which it can be marketed (a) at a price reasonably related to the then-current market value of such securities, or the Borrower or any other persons or entities intend to include in such offering is sufficiently large to (b) without otherwise materially and adversely affect affecting the success of such entire offering, then the amount or kind of securities Registrable Stock to be offered for the accounts of the Creditor Holders shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersamount; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) Persons as well as the BorrowerCompany, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor Holders than the fraction of similar reductions imposed on such other persons or entities with respect to Persons other than the Company over the amount of securities they such other Persons intended to offer.

Piggy Back Registration. If, (a) If at any time prior to the Maturity Date, the Borrower Xxxxxxx'x proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower of Common Stock whether or not for its own sale for Xxxxxxx'x account or for the account of others of any class of security (other than (a) a registration statement on Forms Form S-4 or S-8, S-8 (bor any substitute form for comparable purposes that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to Xxxxxxx'x existing security holders), then the Borrower Xxxxxxx'x shall in each such case give written notice of such proposed filing to the Creditor at least 30 Holders as soon as practicable (but in no event less than 20 days prior to before the anticipated filing date), and such notice shall offer the Creditor such Holders the opportunity to register such number of shares of Registrable Securities as each such holder Holder may request. The Borrower . (b) Xxxxxxx'x shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration statement for such offering to include such securities in such offering be included on the same terms and conditions as any similar securities of the Borrower Xxxxxxx'x included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to shall inform Xxxxxxx'x that because of the Creditor that size of the total amount of securities offering which it or the Borrower or any Holders, Xxxxxxx'x and such other persons or entities intend to include in such make, the success of the offering is sufficiently large to would be materially and adversely affect affected by inclusion of the success of such offeringRegistrable Securities requested to be included, then the amount or kind of securities to be offered for the accounts of the Creditor Holders shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersunderwriters have advised Xxxxxxx'x can be sold in such offering; provided, however, provided that if securities are Common Stock is being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as Xxxxxxx'x, then the Borrower, such reduction shall not represent a greater fraction proportion by which the amount of the number of securities Registrable Securities intended to be offered by Holders is reduced shall not exceed the Creditor than proportion by which the fraction amount of similar reductions imposed on Common Stock intended to be offered by such other persons or entities is reduced. Xxxxxxx'x will bear all Registration Expenses in connection with respect a piggy-back registration. (c) The holders of Registrable Securities to be distributed by such underwriters shall be parties to the amount underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of securities they the representations and warranties by, and the agreements (other than those regarding indemnification) 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. Any such Selling Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended to offermethod of distribution or as otherwise required by law.

Piggy Back Registration. IfExcept with respect to the Company’s currently filed Form S-1 registration statement which is not effective as of the date hereof, if the Company shall determine to prepare and file with the Commission a registration statement, at any time prior to within six (6) months following the Maturity Closing Date, the Borrower proposes to file a registration statement under the 1933 Act with respect relating to an underwritten offering by the Borrower for its own account or for the account of others under the Securities Act of any class of security its equity securities (other than (a) a registration statement on Forms Form S-4 or S-8, Form S-8 (beach as promulgated under the Securities Act) a registration statement filed or its then equivalents relating to equity securities to be issued solely in connection with an exchange offer any acquisition of any entity or (c) a registration statement filed as a result of Section 2 hereofbusiness or equity securities issuable in connection with stock option or other employee benefit plans), then the Borrower Company shall in each case give send to the Purchaser written notice of such proposed filing determination and, if within seven (7) Business Days after receipt of such notice, the Purchaser shall so request in writing (which request shall specify the Shares intended to be disposed of by the Purchaser), the Company will cause the registration under the Securities Act of all Shares which the Company has been so requested to register by the Purchaser, to the Creditor at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor the opportunity to register such shares of Registrable Securities as each such holder may request. The Borrower shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering extent required to permit the holders disposition of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower Shares so to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower included thereinregistered. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to the Creditor that the total amount of securities which it or the Borrower or any other persons or entities intend to The Company shall include in such offering is sufficiently large to materially and adversely affect the success registration statement all or any part of such offering, then Shares the amount or kind of securities Purchaser requests to be offered for the accounts of the Creditor shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersregistered; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction Company shall not represent a greater fraction be required to register any Shares pursuant to this Section that are eligible for sale pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Shares in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Shares would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Shares of the Purchasers, then (x) the number of securities intended Underlying Shares of the Purchaser included in such registration statement shall be reduced as reasonably determined by such underwriter. The Company shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all the Shares covered by such Registration Statement have been sold or (y) the date on which all the Shares may be sold without any restriction pursuant to be offered Rule 144 as determined by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect counsel to the amount Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect. In connection with any registration of securities they intended the Shares pursuant to offerthis Section, the Company and the Purchaser shall enter into a registration rights agreement containing customary and reasonable provisions regarding the registration of securities.

Piggy Back Registration. If, at any time prior to the Maturity Date, the Borrower proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower for its own account or for the account of others of any class of security (other than (ai) a registration statement on Forms S-4 or S-8, (b) a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result of Section 2 hereof), then the Borrower shall in each case give written notice of such proposed filing to the Creditor at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor the opportunity to register such shares of Registrable Securities as each such holder may request. The Borrower shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower included therein. Notwithstanding the foregoinganything contained herein, if the managing underwriter Underwriter or underwriters Underwriters of any underwritten offering described in Section 2.2 have informed, in writing, the Holders requesting inclusion in such offering delivers an that it is their opinion to the Creditor that the total amount number of securities shares which it or the Borrower or Company, Holders and any other persons or entities Persons holding securities of the same class as the Registrable Securities desiring to participate in such registration intend to include in such offering is sufficiently large such as to materially and adversely affect the success of such offering, then then, the amount or kind number of securities shares to be offered for the accounts of the Creditor shall be reduced pro rata with respect or limited in the following order of priority: first, the number of shares to each holder be offered by all other holders of securities of the same class as the Registrable Securities other than the Holders or other holders who demanded such registration ("Demand Holders") to the extent necessary to reduce the total amount number of shares as recommended by such managing Underwriter or Underwriters; and second, if further reduction or limitation is required, the number of shares to be offered for the account of the Holders shall be reduced or limited on a pro rata basis in proportion to the relative number of Registrable Securities of the Holders participating in such registration. (ii) If the managing Underwriter or Underwriters of any underwritten offering described in Section 2.2 notify the Holders requesting inclusion in such offering that the kind of securities that the Holders, the Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (i) above or (y) if such reduction would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the amount recommended by adverse effect that inclusion of the Registrable Securities requested to be included would have on such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borroweroffering, such reduction shall not represent a greater fraction of the number of securities intended to Registrable Securities will be offered by the Creditor than the fraction of similar reductions imposed on excluded from such other persons or entities with respect to the amount of securities they intended to offeroffering.

Piggy Back Registration. If, at any time prior to the Maturity DateDecember 31, the Borrower 2010, ONE proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower for its own account ONE or for the account any other party of others of any class of security ONE Shares (other than (a) a registration statement on Forms Form S-4 or S-8, (b) S-8 or any successor form or a registration statement filed solely in connection with an exchange offer offer, a business combination transaction or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to the existing stockholders or employees of ONE), then the Borrower ONE, shall in each case give written notice (each, a "ONE Piggy-Back Notice") of such proposed filing to the Creditor BVI Shareholder at least 30 fifteen days prior to before the anticipated filing datedate of such registration statement, and such notice ONE Piggy-Back Notice also shall be required to offer to the Creditor BVI Shareholders the one-time opportunity to register such aggregate number of shares of Registrable Securities ONE Shares as each such holder the BVI Shareholders may request, subject to the terms hereof. The Borrower BVI Shareholders shall have the one time right, exercisable for the five days immediately following the giving of the ONE Piggy-Back Notice, to request, by written notice (each, a "ONE Notice") to ONE, the inclusion of all or any portion of the shares of ONE Shares owned by the BVI Shareholders in such registration statement. ONE shall use its reasonable best efforts to cause the managing underwriter or underwriters underwriter(s) of a proposed underwritten offering to permit the holders inclusion of Registrable Securities requested in writing within fifteen (15) days after the notice given by BVI Shareholders’ ONE shares which were the Borrower to be included in subject of the registration for such offering to include such securities ONE Notice in such underwritten offering on the same terms and conditions as any similar securities of the Borrower ONE included therein. Notwithstanding anything to the foregoingcontrary contained in this Section 1.4, if the managing underwriter or underwriters underwriter(s) of such underwritten offering or any proposed underwritten offering delivers an a written opinion to the Creditor BVI Shareholders that the total amount and kind of securities which it or the Borrower or they, ONE and any other persons or entities person intend to include in such offering is sufficiently large such as to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts account of the Creditor BVI Shareholders and persons other than ONE shall be eliminated or reduced pro rata with respect to each holder (based on the amount of securities owned by the BVI Shareholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rightsunderwriter(s) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offerin its written opinion.

Piggy Back Registration. If, at any time prior to If the Maturity Date, the Borrower Company proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower Company for its own account or for the account of others of any class of security its Common Stock (other than (a) a registration statement on Forms S-4 Form X-0, X-0 or S-8, S-14 (bor any form substituting therefor) a registration statement or filed in connection with an exchange offer or (can offering of securities solely to the Company's existing stockholders or employees) a registration statement filed as a result of Section 2 at any time, on or after the date hereof), then the Borrower Company shall in each case give written notice of such proposed filing to the Creditor Shareholder at least 30 twenty days prior to before the anticipated filing date, and such notice shall offer the Creditor Shareholder the opportunity to register such shares number of Registrable Securities as each the Shareholder may request in writing within ten days after receipt of such holder may requestnotice. The Borrower Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering Shareholder to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an deliver a written opinion to the Creditor Shareholder to the effect that the total amount of securities which it or the Borrower or Shareholder, the Company and any other persons or entities intend to include in such offering is sufficiently large to would materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts account of the Creditor Shareholder shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersunderwriter; provided, however, provided that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the BorrowerCompany, such reduction shall not represent a greater fraction of the number of securities intended requested to be offered registered by the Creditor Shareholder than the fraction of similar reductions imposed on such other persons or entities with respect to over the amount of securities they intended requested to offerbe registered by such holders. In connection with a piggy-back registration, the Company will bear all Registration Expenses.

Piggy Back Registration. If, at any time prior to If the Maturity Date, the Borrower Grantee proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower Grantee for its own account or for the account of others of any class of security (other than (a) a registration statement on Forms S-4 or S-8, (b) a registration statement S-8 or filed in connection with an exchange offer or (c) a registration statement filed as a result an offering of Section 2 hereofsecurities solely to the Grantee's existing stockholders), then the Borrower Grantee shall in each case give written notice of such proposed filing to the Creditor Stockholders at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor such Stockholders the opportunity to register such shares of Registrable Securities as each such holder may requestrequest (a "Piggy-Back Registration"). In such case, the holders of the Registrable Securities will bear any incremental expense attributable to the registration of such Registrable Securities. The Borrower Grantee shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower Grantee to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Grantee included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers deliver an opinion to the Creditor Stockholders that the total amount of securities which it they or the Borrower Grantee or any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Creditor Stockholders of Registrable Securities shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offer.

Piggy Back Registration. If, at any time prior to (1) If the Maturity Date, the Borrower Company proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower Company for its own account or for the account of others any of its security holders (provided that, in the case of a registration on demand of such security holders, the holders of a majority in aggregate principal amount or number of shares of any such debt securities or equity securities, as the case may be, consent in writing) of any class of equity security (other than (a) a registration statement on Forms Form S-4 or S-8, S-8 (bor any substitute form that may be adopted by the Securities and Exchange Commission) or a registration statement filed in connection with an exchange offer or (coffering to the Company's existing security holders or the issuance of the Exchange Notes pursuant to Section 3.2(e) a registration statement filed as a result of Section 2 hereofthe Bridge Loan Agreement), then the Borrower Company shall in each case give written notice of such proposed filing to the Creditor at least 30 Holders of Registerable Securities as soon as practicable (but in no event less than ten days prior to before the anticipated filing date), and such notice shall offer the Creditor such Holders the opportunity to register such shares amount of Registrable Registerable Securities as each such holder Holder may request. request (a "Piggy-Back Registration") . (2) The Borrower Company shall use its reasonable best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the holders of Registrable Registerable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration statement for such offering to include such securities in such offering be included on the same terms and conditions as any similar securities of the Borrower Company or of such other security holders included therein. Notwithstanding the foregoing, if the managing underwriter Underwriter or underwriters Underwriters of such offering delivers an shall have informed the Company in writing that in the opinion of such Underwriter or Underwriters the success of the offering would be materially and adversely affected by inclusion of the Registerable Securities requested to be included because of (i) the Creditor that the total amount kind or combination of securities which it or the Borrower or Holders, the Company and any other persons or entities intend to include in such offering or (ii) the size of the offering which the Holders, the Company and such other persons intend to make, then (a) in the event that the size of the offering is sufficiently large to materially and adversely affect the success basis of such offeringmanaging Underwriter's opinion, then the amount or kind of securities to be offered for the accounts of Holders and such other persons (other than the Creditor Company) shall be reduced pro rata with respect to each holder (based upon the Registerable Securities and other securities owned by each) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter Underwriter or underwritersUnderwriters; provided, however, and (b) in the event that if securities are being offered for the account of other persons kind (or entities (other than those exercising demand registration rightscombination) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered is the basis of such managing Underwriter's opinion, (x) the Registerable Securities to be included in such offering shall be reduced as described in clause (a) above or, (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registerable Securities and the securities held by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect requested to be included would have on such offering, such Registerable Securities and other securities will be excluded from such offering to the amount extent requested by the managing Underwriter. The Company will pay all Registration Expenses (as hereinafter defined) in connection with each registration of securities they intended to offerRegisterable Securities.

Piggy Back Registration. If, at any time prior to the Maturity Date, the Borrower (1) If Holdings proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering (including an IPO) by the Borrower Holdings for its own account or for the account of others any of its security holders of any class of equity security (other than (a) a registration statement on Forms Form S-4 or S-8, S-8 (bor any substitute form that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result of Section 2 hereofoffering to Holdings' existing security holders), then the Borrower Holdings shall in each case give written notice of such proposed filing to the Creditor at least 30 days prior to Holders of Registrable Securities as soon as practicable (but in no event less than ten Business Days before the anticipated filing date), and such notice shall offer the Creditor such Holders the opportunity to register such shares number of Registrable Securities as each such holder Holder may request. The Borrower request (a "Piggy-Back Registration"). (2) Holdings shall use its reasonable best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration statement for such offering to include such securities in such offering be included on the same terms and conditions as any similar securities of the Borrower Holdings or of such other security holders included therein. Notwithstanding the foregoing, if the managing underwriter Underwriter or underwriters Underwriters of such offering delivers an deliver a written opinion to Holdings that either because of (i) the Creditor that the total amount kind or combination of securities which it or the Borrower or Holders, Holdings and any other persons or entities intend to include in such offering is sufficiently large or (ii) the size of the offering which the Holders, Holdings and such other persons intend to make, are such that the success of the offering would be materially and adversely affect affected by inclusion of the success Registrable Securities requested to be included, then (a) in the event that the size of the offering is the basis of such offeringmanaging Underwriter's opinion, then the amount or kind of securities to be offered for the accounts of the Creditor Holders shall be reduced pro rata with respect (according to each holder the Registrable Securities and other securities proposed for registration by Persons ("Non-Priority Persons") other than Holdings (if such registration was initially to be filed for the account of Holdings) or the other Persons for whose account such registration was initially to be filed) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter Underwriter or underwritersUnderwriters; provided, however, pro- vided that if securities are being offered for the account of other persons or entities (Non-Priority Persons other than those exercising demand registration rights) as well as holders of Registrable Securities, then with respect to the BorrowerRegistrable Securities intended to be offered by Holders, the proportion by which the amount of such reduction shall not represent a greater fraction of the number class of securities intended to be offered by Holders is reduced shall not exceed the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to proportion by which the amount of such class of securities they intended to offerbe offered by Non-Priority Persons other than holders of Registrable Securities is reduced; and (b) in the event that the kind (or combination) of securities to be offered is the basis of such managing Underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (a) above (subject to the proviso in clause (a)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. Holdings will pay all Registration Expenses (as defined herein) in connection with each registration of Registrable Securities.

Piggy Back Registration. If, at any time prior to If the Maturity Date, the Borrower Issuer proposes or is required to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower Issuer for its own account or and/or for the account of others of any class of equity security (other than (a) a registration statement on Forms S-4 Form S-8 or S-8, (b) a registration statement filed in connection with an any exchange offer or (c) an offering of securities solely to the Issuer's existing stockholders or a registration statement filed as a result of pursuant to Section 2 7.1 hereof), then the Borrower Issuer shall in each case give written notice of such proposed filing to the Creditor all Holders at least 30 15 days prior to before the anticipated filing date, and such notice shall offer the Creditor such Holders the opportunity to register such number of shares of Registrable Securities as each such holder Holder may request; provided that the Issuer may at any time withdraw or cease proceeding with any registration of Registrable Securities described in this Section 7.2 if it shall at the same time withdraw or cease proceeding with the registration of such other securities originally proposed to be registered. The Borrower Issuer shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering Holders to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower Issuer included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to informs the Creditor Holders that the total amount or kind of securities which it or such Holders, the Borrower or Issuer and any other persons or entities Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Creditor shall be reduced pro rata with respect among the Holders and any other Persons proposing to each holder register securities (other than a Person for whom the Issuer is making a Required Registration) on the basis of the number of shares proposed to be registered by them, to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; providedunderwriter. In connection with a piggy-back registration, however, that if securities are being offered for the account of other persons or entities Issuer will bear all Registration Expenses (other than those exercising demand registration rights) as well as underwriting discounts for the Borrower, such reduction shall not represent a greater fraction Registrable Securities and counsel fees of the number of securities intended to Holders, which shall be offered borne by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offerselling Holders.)

Piggy Back Registration. If, If at any time prior to the Maturity Date, the Borrower Company proposes to file a registration statement under the 1933 Securities Act with respect to an underwritten offering by the Borrower for its own account or for the account of others of any class of security Common Stock (other than (a) a registration statement on Forms Form S-4 or S-8, (b) a registration statement or any form substituted therefor, or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) (c) a registration statement filed as a result of Section 2 hereofthe "Piggy-Back Registration"), then the Borrower Company shall in each case give written notice of such proposed filing to the Creditor at least 30 Investor as soon as practicable but in no event less than 20 business days prior to before the anticipated filing date, and such notice shall offer the Creditor Investor the opportunity to register such number of shares of Registrable Securities as each such holder Investor may request. The Borrower Company shall use permit Investor, in the event Investor has given the Company notice (which may be given by telephone, to be confirmed promptly in writing, or by facsimile) within 10 business days after receipt of such notice of its reasonable best efforts desire, to cause include any or all of the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given held by the Borrower to be included in the registration for such offering to include such securities it in such offering on the same terms and conditions as any similar securities of the Borrower included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to the Creditor determine in good faith that the total amount of securities which it or the Borrower or any other persons or entities intend Registrable Securities and shares of Common Stock requested to include be included in such offering is sufficiently large to materially and would adversely affect the success of such offering, then the amount or kind number of securities shares of Common Stock to be offered by the Company to the public and the number of shares of Registrable Securities to be offered for the accounts account of Investor or any other Holder and the Creditor number of shares of Common Stock to be offered for the account of any other selling shareholders shall each be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities shares to be included in such offering to the amount recommended by such managing underwriter underwriters, in the following order of priority: (i) if the offering is a "Demand Registration" under the Registration Rights Agreement, dated the date hereof, between the Company and Benesse Holdings International, Inc., then in such order as in accordance with the provisions thereunder and (ii) in all other instances, first, the shares of Registrable Securities proposed to be registered by the Investor or underwritersHolders and the shares of Common Stock proposed to be registered by any other selling stockholders, on a pro rata basis; providedand second, howeverthe shares of Common Stock proposed to be registered by the Company. If any of such categories is to be reduced and consists of more than one shareholder, the part of the total reduction to that if securities are being offered for category of shares imposed on each shareholder in that category shall be in the account same proportion that the total number of other persons or entities shares of Common Stock held (other than those exercising demand registration rightsincluding shares issuable upon conversion of convertible debentures) as well as by such shareholder bears to the Borrowertotal number of shares of Common Stock held (including shares issuable upon conversion of convertible debentures) by all shareholders in that category who sought to have shares registered. In the event that the contemplated distribution does not involve an underwritten public offering, such reduction determination that the inclusion of such Registrable Securities shall not represent a greater fraction adversely affect the success of the number of securities intended to offering shall be offered made in reasonable good faith by the Creditor than Board of Directors of the fraction Company. No registration effected under this Section 3, and no failure to effect a registration under this Section 3, shall relieve the Company of similar reductions imposed on such its obligation to effect a registration upon the request of Demanding Holders pursuant to Section 2. No failure to effect a registration under this Section 3 or under Section 2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other persons or entities with respect to obligation under this Agreement, including without limitation, the amount of securities they intended to offerCompany's obligations under Sections 6 and 7.