Common use of Piggy-Back Registrations Clause in Contracts

Piggy-Back Registrations. If at any time the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten (10) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled not then eligible to registration rights sell all of their Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, however, that the Company shall not exclude any then each Investor whose Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities included in such Registration Statement; Statement shall, unless otherwise agreed by the Company, offer and provided furthersell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, however, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities underwritten offering and shall be excluded, if at all, enter into an underwriting agreement in accordance with the terms of such agreement. No right a form and substance reasonably satisfactory to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained underwriter or underwriters. Upon the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to registration statement for which piggy-back registration has been provided in this Section 2(d)6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate and no longer be payable.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall send deliver to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) days after receipt the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities and its underwriters, and then only in such Registration Statement; and provided furtherquantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, however, that, after giving effect requested by stockholders to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include included in such securities in the Registration Statement, based on offering exceeds the number of securities for which registration is requested except to the extent such pro rata exclusion of such be sold (other securities is prohibited under any written agreement entered into than by the Company Company) that the underwriters in their reasonable discretion determine is compatible with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations success of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreementoffering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not be obligated to register any jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities on requested to be registered can be included in such Registration Statement referred to offering, then the Registrable Securities that are included in this Section 2(d)such offering shall be allocated among the Holders of Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities owned by each Holder requesting registration.

Piggy-Back Registrations. If at any time during the Effectiveness Period, except as contemplated by Section 2(c) hereof, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) 15 days after receipt the date of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such pursuant to this Section 7(f) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without volume limitation or that are the subject of a then effective Registration Statement; provided, further, however, if there is not an effective Registration Statement referred covering all of the Registrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to in register equity securities of the Company to be sold on a primary basis, provided that the Company does not sell any such shares until there is an effective Registration Statement covering all of the Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(d).7(f) prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration

Piggy-Back Registrations. If at any time the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) holder of Registrable Securities written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, any such Investor holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor holder requests to be registered, except that if, in connection with any underwritten public offering Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which such Investor holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsholders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statementregistration statement; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which such registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)hereunder.

Piggy-Back Registrations. (a) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send give prompt written notice to each Investor who is entitled all Holders of Registrable Securities of its intention to registration do so and of such Holders’ rights under this Section 2(d6. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, if within ten (10) days after receipt thereupon, shall be relieved of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or its obligation to register any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) if such registration involves an underwritten public offering for the account offering, all Holders of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Registrable Securities requesting to be included in the Registration Statement becauseCompany’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such underwriter(sregistration, not to register such securities in connection with such registration. The Company will pay all registration expenses in connection with each registration of Registrable Securities. (b) If a registration pursuant to this Section 6 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to will include in such Registration Statement only such limited portion registration (i) first, 100% of the Registrable Securities with respect securities the Company proposes to which such Investor has requested inclusion hereunder. Any exclusion sell and (ii) second, to the extent of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought requested to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided furtherregistration pursuant to this Section 6 which, howeverin the opinion of such managing underwriter, thatcan be sold without having the adverse effect referred to above, after giving effect to the immediately preceding proviso, any exclusion number of Registrable Securities shall which the Holders have requested to be made included in such registration, such amount to be allocated pro rata with holders of other securities having the right to include such securities in the Registration Statement, based among all requesting Holders on the basis of the relative number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration shares of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived then held by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, each such Holder (provided that any Investor who shall have had shares thereby allocated to any Registrable Securities excluded from any Registration Statement such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(dlike manner).

Piggy-Back Registrations. If If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other the Company’s employee benefit plans, then the Company shall send deliver to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) 15 days after receipt the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude be required to provide notice or otherwise register any Registrable Securities unless pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has first excluded all outstanding securities advised the holders of which are not entitled by right to Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made on a pro rata with holders of other securities having the right to include such securities in the Registration Statementbasis, based on the number of requested securities; and (iii) any other securities for which registration is that are requested except to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the extent such pro rata exclusion of such other securities is prohibited under Company, any written agreement entered into by the Company with the holder of such other securities prior Holder (an “Opting-Out Holder”) may elect to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No waive its right to participate in registration of Registrable Securities under statements pursuant to this Section 2(d6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall not be entitled to include participate in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed registration statements pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)6.4.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, ) the Company shall send to each the Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, such Investor shall so request in writing, the Company Company, to the extent permitted by law, shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder will be included in the Registration Statement; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities rights or whose registration rights existed prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementhereof. No right of the Investor to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) holder of Registrable Securities written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, any such Investor holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor holder requests to be registered, except that if, in connection with any underwritten public offering Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which such Investor holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsholders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statementregistration statement; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which such registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)hereunder.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or one universal shelf registration statement on Form S-3 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall send deliver to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) fifteen days after receipt the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude be required to provide notice or otherwise register any Registrable Securities unless pursuant to this Section 6(e) that are immediately eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Company has first excluded all outstanding Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder. Notwithstanding the foregoing, (i) if such registration involves an underwritten public offering, such Holder must sell such Registrable Securities that such Holder requests to be registered to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities the holders of which are not entitled by right to inclusion of securities sold in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, offering (it being acknowledged that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness be responsible for other expenses as set forth in Section 4) and subject to such Holder entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (ii) if, at any time after giving written notice of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated intention to register any Registrable Securities on such Registration Statement referred pursuant to in this Section 2(d)6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to such Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggy-Back Registrations. If Subject to the last sentence of this Section 2(c), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within ten twenty (1020) days after receipt the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, Securities in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 2(c) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled not then eligible to registration rights sell all of their Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, however, that the Company shall not exclude any then each Investor whose Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities included in such Registration Statement; Statement shall, unless otherwise agreed by the Company, offer and provided furthersell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, however, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities underwritten offering and shall be excluded, if at all, enter into an underwriting agreement in accordance with the terms of such agreement. No right a form and substance reasonably satisfactory to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained underwriter or underwriters. Upon the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to registration statement for which piggy-back registration has been provided in this Section 2(d)6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate.

Piggy-Back Registrations. (a) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send give prompt written notice to each Investor who is entitled Holder of Registrable Securities of its intention to registration do so and of such Holder’s rights under this Section 2(d6. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to such Holder of Registrable Securities and, if within ten (10) days after receipt thereupon, shall be relieved of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or its obligation to register any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) if such registration involves an underwritten public offering for the account offering, such Holder of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Registrable Securities requesting to be included in the Registration Statement becauseCompany’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such underwriter(sregistration, not to register such securities in connection with such registration. The Company will pay all registration expenses in connection with each registration of Registrable Securities. (b) If a registration pursuant to this Section 6 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to will include in such Registration Statement only such limited portion registration (i) first, 100% of the Registrable Securities with respect securities the Company proposes to which such Investor has requested inclusion hereunder. Any exclusion sell and (ii) second, to the extent of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought requested to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided furtherregistration pursuant to this Section 6 which, howeverin the opinion of such managing underwriter, thatcan be sold without having the adverse effect referred to above, after giving effect to the immediately preceding proviso, any exclusion number of Registrable Securities shall be made pro rata with holders of other securities having the right to include which such securities in the Registration Statement, based on the number of securities for which registration is Holder has requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)registration.

Piggy-Back Registrations. If If, at any time during after the date of the Closing, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, other than in connection with its listing on a national securities exchange, or on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other the Company’s employee benefit plans, then the Company shall send deliver to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) 15 days after receipt the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude be required to provide notice or otherwise register any Registrable Securities unless pursuant to this Note that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has first excluded all outstanding securities advised the holders of which are not entitled by right to Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Note) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made on a pro rata with holders of other securities having the right to include such securities in the Registration Statementbasis, based on the number of requested securities; and (iii) any other securities for which registration is that are requested except to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the extent such pro rata exclusion of such other securities is prohibited under Company, any written agreement entered into by the Company with the holder of such other securities prior Holder (an “Opting-Out Holder”) may elect to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No waive its right to participate in registration statements pursuant to this Note (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of Registrable Securities under any proposed registration statements pursuant to this Section 2(dNote and (y) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall not be entitled to include participate in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed registration statements pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)Note.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined), the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than the amendment of a registration statement now on file, registration statements on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination filing and, if within ten fifteen (1015) days after the receipt of such notice, such an Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration StatementStatement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which an Investor is entitled to registration under this Section 2(b) is requested except an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If (a) Subject to Section 14.02(b), whenever the LLC proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, promptly give written notice to all Investors of its intention to do so and, if the Company LLC receives the written request of any Investor holding Registrable Shares (as defined below) within twenty (20) days after the LLC provides such notice, the LLC shall determine cause all Registrable Shares that the LLC has been requested by such Investor or Investors to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others be registered under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or to the extent necessary to permit their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option sale or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten (10) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsdisposition; provided, however, that the Company rights set forth in this Section 14.02 shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right apply to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required Statements to be filed pursuant to Section 2(a) of this Agreement 14.01 hereof; and provided further that the LLC shall have been ordered effective the right to postpone or withdraw any registration effected pursuant to this Section 14.02 without obligation to any Investor. The expenses of such withdrawn registration shall be borne by the SEC LLC. (b) In connection with any offering under this Section 14.02 involving an underwriting, the LLC shall not be required to include any Registrable Shares in such underwriting unless the holders thereof accept the terms of the underwriting as reasonably agreed upon between the LLC and the Company shall have maintained underwriters selected by it. If the effectiveness underwriter advises the LLC or the holders of such Registration Statement as required by this Agreement and if Registrable Shares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the Company shall otherwise have complied in all material respects with its obligations under this Agreementnumber of Shares to be underwritten, then the Company Registrable Shares that are included in such offering shall not be obligated allocated among the selling holders in proportion (as nearly as practicable to) the number of Registrable Shares owned by each selling holder or in such other proportions as shall mutually be agreed to register any by all such selling holders; provided that in no event shall (i) the number of Registrable Securities on Shares included in the offering be reduced unless all other securities (other than securities to be sold by the LLC) are first entirely excluded from the offering, or (ii) the amount of Registrable Shares included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such Registration Statement referred to offering unless such offering is the initial public offering of the LLC’s equity securities and no other Member has included shares in such registration. For purposes of the provision in this Section 2(d)14.02(b) concerning apportionment, for any holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such holder, or the estates and Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing persons, shall be deemed to be a single “holder”, and any pro rata reduction with respect to such holder shall be based upon the aggregate number of Registrable Shares owned by all persons included in such “holder”.

Piggy-Back Registrations. If at any time prior to the expiration ------------------------ of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, ) the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities rights or whose registration rights existed prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementhereof. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors Securities. If an offering in connection with which an Investor is entitled to exercise registration rights under this Section 2(d2(c) for two registrations; providedis an underwritten offering, however, that any then each Investor who shall have had any whose Registrable Securities excluded from any are included in such Registration Statement in accordance with this Section 2(d) shall be entitled to include shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten five (105) business days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; Statement or are not entitled to pro rata inclusion with the Registrable Securities in accordance with agreements predating the date hereof, and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an (i) a firm underwritten offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities or (ii) any other offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) at a time when the Registration Statement contemplated by Section l(a) hereof is not effective, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within ten fifteen (1015) days after receipt the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor Holder who is entitled to registration rights under this Section 2(d8.2(b) written notice of such determination and, if within ten five (105) business days after receipt the date of such notice, such Investor Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Holder has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsHolders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; Statement or are not entitled to pro rata inclusion with the Registrable Securities in accordance with agreements predating the date hereof, and provided furtherprovided, however, further that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of mandatory registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d8.2(b) shall be construed to limit any registration required under Section 2(a8.2(a) hereof. The obligations of the Company If an offering in connection with which a Holder is entitled to registration under this Section 2(d8.2(b) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Holder whose Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement are included in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required shall, unless otherwise agreed by this Agreement the Company, offer and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any sell such Registrable Securities on such Registration Statement referred in an underwritten offering using the same underwriter or underwriters and, subject to in the provisions of this Section 2(d)8, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy-Back Registrations. If If, at any time prior to the expiration of the Registration Period, the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then then, subject to the other provisions of this Section 2(b), the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration StatementStatement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to rights. Notwithstanding the extent foregoing, no such pro rata exclusion reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(b) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) and the Company is not prohibited from including such Registrable Securities on such Registration Statement, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested rights (except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementexisting agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If Subject to the last sentence of this Section 2(b), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their its then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option option, stock purchase or other employee benefit plansplans or a registration statement relating to any acquisition of any entity or business), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Buyer written notice of such determination and, if within ten fifteen (1015) days after receipt the effective date of such notice, such Investor the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor the Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor the Buyer has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter shall be made pro rata among the Investors seeking to include Registrable Securitiespermit; PROVIDED, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, howeverHOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right contract to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided furtherPROVIDED, howeverFURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of If an offering in connection with which the Company Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Buyer shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offering (including, without limitation, execution of an agreement with the managing underwriter or agent limiting the sale or distribution such Buyer may be waived by Investors holding a majority in interest make of shares of Common Stock or any securities convertible or exchangeable or exerciseable for such shares of the Registrable Securities and Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer pursuant to this Section 2(b) shall expire after only be available in the event the Company has afforded the opportunity for the Investors fails to exercise registration rights under this Section 2(d) for two registrations; providedtimely file, however, that any Investor who shall have had any Registrable Securities excluded from obtain effectiveness or maintain effectiveness of any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. If at any time the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten (10) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. If at any time the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten (10) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; providedPROVIDED, howeverHOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; providedPROVIDED, howeverHOWEVER, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) the Lender written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor the Lender shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor the Lender requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor the Lender has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the The Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration StatementStatement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to rights. Notwithstanding the extent foregoing, no such pro rata exclusion reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of If an offering in connection with which the Company Lender is entitled to registration under this Section 2(d) may be waived is an underwritten offering, then the Lender shall, unless otherwise agreed by Investors holding a majority in interest of the Company, offer and sell such Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities issued and outstanding at such time and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination determination, which notice shall set forth the intended method of distribution of such securities, the class of such securities, the amount of securities proposed to be registered and the offering price thereof and, if within ten (10) fifteen days after receipt the date of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement the resale of all or any part of the such Registrable Securities that are issued and outstanding as of such Investor request, as such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account subject to customary underwriter cutbacks applicable to all holders of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsregistration rights; provided, however, that that, the Company shall not exclude be required to register any Registrable Securities unless pursuant to this Section 2 that are eligible for resale pursuant to Rule 144(k) promulgated under the Company has first excluded all outstanding securities Securities Act or that are the holders subject of which are not entitled by right to inclusion of securities in such a then effective Registration Statement; and provided further, however, that, after giving effect . If a Holder decides not to the immediately preceding proviso, any exclusion include all of its Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company in connection with this Section 2, such Holder nevertheless continues to have the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required right to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register include any Registrable Securities not previously included on such a Registration Statement, in any subsequent Registration Statement referred to in this Section 2(d)or Registration Statements as may be filed by the Company, all upon the terms set forth herein.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or one universal shelf registration statement on Form S-3 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall send deliver to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) fifteen days after receipt the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude be required to provide notice or otherwise register any Registrable Securities unless pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Company has first excluded all outstanding Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder. Notwithstanding the foregoing, (i) if such registration involves an underwritten public offering, such Holder must sell such Registrable Securities that such Holder requests to be registered to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities the holders of which are not entitled by right to inclusion of securities sold in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, offering (it being acknowledged that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness be responsible for other expenses as set forth in Section 4) and subject to such Holder entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (ii) if, at any time after giving written notice of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated intention to register any Registrable Securities on such Registration Statement referred pursuant to in this Section 2(d)6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to such Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggy-Back Registrations. If at any time prior to the expiration of ------------------------ the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) the Holders written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor the Holders shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor the Holders has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsHolder; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Section 2(a) 2.1 or 3.2 hereof. The obligations of the Company If an offering in connection with which a Holder is entitled to registration under this Section 2(d) may be waived 2.4 is an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by Investors holding a majority the Company, offer and sell such Registrable Securities in interest an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. So long as any other Registration Statement is effective and immediately available for use so that all of the Registrable Securities and shall expire after may be sold in reliance thereon, the Company has afforded the opportunity for the Investors to exercise registration rights under provisions of this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)apply.

Piggy-Back Registrations. If If, at any time prior to the expiration of the Registration Period (as defined in Section 3(a) below), there is not effective and available for use by the Investors a Registration Statement covering the resale of at least 120% of the Registrable Securities then issued or issuable upon full conversion of the Notes and exercise of the Warrants (without giving effect to any limitations on conversion or exercise contained therein) and the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination andfiling, if and if, within ten (10) 15 days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the any Registrable Securities not then covered by an effective Registration Statement available for use by the Investors that such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder, however, that and (iii) no such reduction shall reduce the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion amount of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on registration below twenty-five (25%) of the number total amount of securities for which registration is requested except to the extent included in such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Purchaser a written notice of such determination and, if within ten (10) fifteen days after receipt the date of such notice, such Investor Holders shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests Holders request to be registered; provided, except however, that (i) if such registration involves an underwritten offering to the public, all Holders electing to participate in such offering must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, at any time after giving notice of the Company's intention to register any securities pursuant to this 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any underwritten public reason not to register such securities, the Company shall give written notice to all Holders who have elected to participate in such offering for and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If the account managing underwriter of the underwritten offering shall inform the Company by letter of the managing underwriter(sunderwriter's opinion that the number of Registrable Securities requested to be included in such registration would, in its opinion, materially adversely affect such offering, including the price at which such securities can be sold, and the Company has so advised the Holders electing to participate in such offering in writing, then the Company shall include in such registration, to the extent of the number that the Company is so advised can be sold in (or during the time of) thereof shall impose a limitation on such offering, (i) first, all securities proposed by the Company to be sold for its own account, then (ii) to the extent that the number of shares of Common Stock which may proposed to be sold by the Company pursuant to this Section 6(e) is less than the number of shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, such Registrable Securities requested to be included in such registration pursuant to this Section 6(d); allocated among the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made electing Holders pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of number shares each such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived Holder requested by Investors holding a majority included in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)offering.

Piggy-Back Registrations. If If, at any time after the issuance of the Preferred Stock and prior to the expiration of the Registration Period (as defined in Section 3(a) below) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination andfiling, if and if, within ten (10) 15 days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder, however, that and (iii) no such reduction shall reduce the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion amount of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on registration below twenty-five (25%) of the number total amount of securities for which registration is requested except to the extent included in such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(b) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period, except as contemplated by Section 2(b) hereof, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) 15 calendar days after receipt the date of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude be required to register any Registrable Securities unless pursuant to this Section 7(f) that are eligible for resale pursuant to Rule 144 promulgated under the Company has first excluded all outstanding securities Securities Act without volume limitation or that are the holders subject of which are not entitled by right to inclusion of securities in such a then effective Registration Statement; and provided provided, further, however, that, after giving effect to if there is not an effective Registration Statement covering all of the immediately preceding proviso, any exclusion of Registrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a primary basis, provided that the Company does not sell any such equity securities until there is an effective Registration Statement covering all of the Registrable Securities. The Company shall be made pro rata with holders of other securities having have the right to terminate or withdraw any registration initiated by it under this Section 7(f) prior to the effectiveness of such registration whether or not any Holder has elected to include such securities in such registration. For the Registration Statementavoidance of doubt, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company shall not be prohibited from preparing and filing with the holder of such other securities Commission amendments to registration statements filed prior to the date of this Agreement. The Company shall obtain all necessary consents and waivers, as may be applicable, from the Company’s stockholders with respect to any existing contractual registration rights to ensure that all Registrable Securities included in which case such other securities shall be excluded, if at all, any registration in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d7(f) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding included on a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance parity basis with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC securities included in such registration and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated subject to register any Registrable Securities cutback except on such Registration Statement referred to in this Section 2(d)a pro rata basis.

Piggy-Back Registrations. If at any time during the applicable Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities required to be covered during such Effectiveness Period and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder written notice of such determination and, if within ten (10) days after receipt of such notice, any such Investor Holder shall so request in writing, the Company shall use its commecially reasonable efforts to include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registeredregistered to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, except that ifsubject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required consent of any selling stockholder(s) to such inclusion under such registration statement. If, in connection with any underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement a registration statement because, in the judgment of such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly public distributionfacilitate such offering, then the Company shall be obligated to include in such Registration Statement the registration statement only such limited portion of the Registrable Securities with respect to which such Investor each Holder has requested inclusion hereunderhereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Holders seeking to include Registrable SecuritiesSecurities in a registration statement, in proportion to the number of Registrable Securities sought to be included by such InvestorsHolders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statementthe registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)statement.

Piggy-Back Registrations. If If, at any time prior to the expiration of the Registration Period (as defined in Section 3(a) below) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination andfiling, if and if, within ten (10) 15 days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are officers, directors or other insiders of the Company or who are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder, however, that and (iii) no such reduction shall reduce the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion amount of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on registration below twenty-five (25%) of the number total amount of securities for which registration is requested except to the extent included in such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. (a) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send give prompt written notice to each Investor who is entitled all Holders of Registrable Securities of its intention to registration do so and of such Holders’ rights under this Section 2(d5. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, if within ten (10) days after receipt thereupon, shall be relieved of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or its obligation to register any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) if such registration involves an underwritten public offering for the account offering, all Holders of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Registrable Securities requesting to be included in the Registration Statement becauseCompany’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 5(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such underwriter(sregistration, not to register such securities in connection with such registration. The Company will pay all registration expenses in connection with each registration of Registrable Securities. (b) If a registration pursuant to this Section 5 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to will include in such Registration Statement only such limited portion registration (i) first, 100% of the Registrable Securities with respect securities the Company proposes to which such Investor has requested inclusion hereunder. Any exclusion sell and (ii) second, to the extent of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought requested to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided furtherregistration pursuant to this Section 5 which, howeverin the opinion of such managing underwriter, thatcan be sold without having the adverse effect referred to above, after giving effect to the immediately preceding proviso, any exclusion number of Registrable Securities shall which the Holders have requested to be made included in such registration, such amount to be allocated pro rata with holders of other securities having the right to include such securities in the Registration Statement, based among all requesting Holders on the basis of the relative number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration shares of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived then held by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, each such Holder (provided that any Investor who shall have had shares thereby allocated to any Registrable Securities excluded from any Registration Statement such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(dlike manner).

Piggy-Back Registrations. If If, at any time the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than pursuant to a Demand Registration or on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option options or other employee benefit plans, and the registration form to be used may be used for the registration of Registrable Securities, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Investor, written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.6 is an underwritten offering, however, that the Company shall not exclude any then each Investor whose Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities included in such Registration Statement; Statement shall, unless otherwise agreed by the Company, offer and provided furthersell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, however, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities underwritten offering and shall be excluded, if at all, enter into an underwriting agreement in accordance with the terms of such agreement. No right form and substance reasonably satisfactory to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwriter or underwriters.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled not then eligible to registration rights sell all of their Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.9 is an underwritten offering, however, that the Company shall not exclude any then each Investor whose Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities included in such Registration Statement; Statement shall, unless otherwise agreed by the Company, offer and provided furthersell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, however, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities underwritten offering and shall be excluded, if at all, enter into an underwriting agreement in accordance with the terms of such agreement. No right a form and substance reasonably satisfactory to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwriter or underwriters.

Piggy-Back Registrations. If at any time prior to the six (6) month anniversary of the Closing there is not an effective Registration Statement covering all of the Registrable Securities issued and outstanding at such time and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination determination, which notice shall set forth the intended method of distribution of such securities, the class of such securities, the amount of securities proposed to be registered and the offering price thereof and, if within ten (10) fifteen days after receipt the date of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement the resale of all or any part of the such Registrable Securities that are issued and outstanding as of such Investor request, as such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account subject to customary underwriter cutbacks applicable to all holders of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsregistration rights; provided, however, that that, the Company shall not exclude be required to register any Registrable Securities unless pursuant to this Section 7(e) that are eligible for resale pursuant to Rule 144(k) promulgated under the Company has first excluded all outstanding securities Securities Act or that are the holders subject of which are not entitled by right to inclusion of securities in such a then effective Registration Statement; and provided further, however, that, after giving effect . If a Holder decides not to the immediately preceding proviso, any exclusion include all of its Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company in connection with this Section 2, such Holder nevertheless continues to have the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required right to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register include any Registrable Securities not previously included on such a Registration Statement, in any subsequent Registration Statement referred to in this Section 2(d)or Registration Statements as may be filed as may be filed by the Company, all upon the terms set forth herein.

Piggy-Back Registrations. If at any time prior to the ------------------------ expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, ) the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) section 2.3 written notice of such determination and, if within ten (10) twenty days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which that may be included in the Registration Statement because, in such underwriter(s)' good faith judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder; provided that no portion of the equity securities that the Company is offering for its own account shall be excluded; and provided further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, provided that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which held by persons that are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided further, however, further that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities rights or whose registration rights existed prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementhereof. No right to registration of Registrable Securities under this Section 2(d) section 2.3 shall be construed to limit any registration required under Section 2(a) hereofsection 2.1. The obligations of the Company under this Section 2(d) section 2.3 may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors Securities. If an offering in connection with which an Investor is entitled to exercise registration rights under this Section 2(d) for two registrations; provided2.3 is an underwritten offering, however, that any each Investor who shall have had any whose Registrable Securities excluded from any are included in such Registration Statement in accordance with this Section 2(d) shall be entitled to include shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an additional Registration Statement filed by underwritten offering using the Company the Registrable Securities so excluded. Notwithstanding any other provision same underwriter or underwriters and, subject to all provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If If, at any time and from time to time prior to the expiration of the Registration Period, the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Purchaser written notice of such determination andfiling, if and if, within ten fifteen (1015) days after receipt the date of such notice, such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor Purchaser requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Purchaser has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorspermit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration Statement; and provided furtherStatement or are not contractually entitled to pro rata inclusion with the Registrable Securities, however, that, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata with among the Purchasers seeking to include Registrable Securities and the holders of other securities having the contractual right to include such inclusion of their securities in the such Registration StatementStatement by reason of demand registration rights, based on in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Purchaser or other holder, and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities for which registration is requested except to the extent included in such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which a Purchaser is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If If, at any time prior to the expiration of the Registration Period (as defined in Section 3(a) below) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination andfiling, if and if, within ten (10) 15 days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are officers, directors or other insiders of the Company or who are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder, however, that and (iii) no such reduction shall reduce the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion amount of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on registration below twenty-five (25%) of the number total amount of securities for which registration is requested except to the extent included in such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period (as defined below), there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall send deliver to each Investor who is entitled to registration rights under this Section 2(d) Purchaser a written notice of such determination and, if within ten fifteen (1015) days Business Days after receipt the date of the delivery of such notice, any such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose registered (a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s“Piggyback Registration”)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the SEC pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by such Purchaser. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Purchasers in writing that, in its or their opinion, the number of securities that such Purchasers and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration Statement shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in this Section 2(d)clause (i) have been included, the number of Registrable Securities requested to be sold by such Purchaser that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Purchasers that have requested to participate in such Registration based on an amount equal to the lesser of (x) the number of such Registrable Securities requested to be sold by such Purchaser, and (y) such Purchaser’s pro rata portion of Registrable Securities, which number shall be equal to the aggregate number of Registrable Securities to be registered or sold (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held by such Purchaser, and the denominator of which is the aggregate number of Registrable Securities held by all Purchasers requesting that their Registrable Securities be registered or sold, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Piggy-Back Registrations. If at any time the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) holder of Registrable Securities written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, any such Investor holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor holder requests to be registered, except that if, in connection with any underwritten public offering Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which such Investor holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsholders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statementregistration statement; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which such registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under hereunder. This Section 2(a8(d) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest shall apply only at such times when all of the Registrable Securities issued and shall expire outstanding cannot be sold pursuant to an effective Registration Statement on Form S-3 and for a period not to exceed two years after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision date of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration StatementStatement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to rights. Notwithstanding the extent foregoing, no such pro rata exclusion reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If Subject to the last sentence of this Section 2(d), if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten (10) days after receipt the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, Securities in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by Investors holding a majority the Company, offer and sell such Registrable Securities in interest an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors pursuant to exercise registration rights under this Section 2(d) for two registrations; providedshall only be available (i) during the period ending 120 days after the Closing Date, howeverif the Company has not filed the Registration Statement, that any Investor who shall have had any Registrable Securities excluded from any (ii) after the period ending 120 days after the Closing Date, if the Company fails to obtain effectiveness or maintain effectiveness of the Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) terms of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness (iii) if registration of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on is required for the resale of such Registration Statement referred Registrable Securities without regard to in this Section 2(d)volume limitations.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Registration Statement required to be filed and/or amended pursuant to this Agreement is not effective, and during such period of ineffectiveness, the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to each Investor Purchaser who is entitled has a right to registration rights under have Registrable Securities covered by a Registration Statement pursuant to this Section 2(d) Agreement written notice of such determination and, if within ten (10) days after receipt the date of such notice, such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Purchaser has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsPurchasers; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Section 2(a) 2.1 or 3.2 hereof. The obligations of the Company If an offering in connection with which a Purchaser is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the 2.4 is an underwritten offering, then each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor Purchaser who is entitled to registration rights under this Section 2(d2(f) written notice of such determination and, if within ten (10) days after receipt of such notice, such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Purchaser has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsPurchasers; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d2(f) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d2(f).

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled not then eligible to registration rights sell all of their Registrable Securities without restriction or limitation under this Section 2(d) Rule 144 (including, without limitation, requirement to be in compliance with Rule 144(c)(1)), written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, however, that the Company shall not exclude any then each Investor whose Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities included in such Registration Statement; Statement shall, unless otherwise agreed by the Company, offer and provided furthersell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, however, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities underwritten offering and shall be excluded, if at all, enter into an underwriting agreement in accordance with the terms of such agreement. No right a form and substance reasonably satisfactory to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained underwriter or underwriters. Upon the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to registration statement for which piggy-back registration has been provided in this Section 2(d)6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate.

Piggy-Back Registrations. If at any time during the Effectiveness Period the Company shall determine to prepare and file with the SEC Commission a Registration Statement relating to an offering of any of its equity securities for its own account or the account of others under the Securities Act of any of its equity securitiesAct, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled Holder not then eligible to registration rights sell all of their Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) 20 days after receipt of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Registrable Securities such Investor Holder requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Holder has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorspermit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration Statement; Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and provided further, however, that, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata with among the Holders seeking to include Registrable Securities and the holders of other securities having the contractual right to include such inclusion of their securities in the such Registration StatementStatement by reason of demand registration rights, based on in proportion to the number of securities for Registrable Securities or other securities, as applicable, sought to be included by each such Holder or such other holder. If an offering in connection with which a Holder is entitled to registration under this Section 2 is requested except an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a customary form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the Registration Statement for which case piggy-back registration has been provided in this Section 2, any Special Payments payable to a Holder whose Common Shares are included in such other securities Registration Statement shall terminate and no longer be excluded, if at all, payable after such date (it being understood that any unpaid Special Payments accrued prior to such date shall remain due and payable in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. If If, at any time during the Effectiveness Period (as defined below), there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall send deliver to each Investor who is entitled to registration rights under this Section 2(d) Purchaser a written notice of such determination and, if within ten fifteen (1015) business days after receipt the date of the delivery of such notice, such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor that the Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose registered (a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s“Piggyback Registration”)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the SEC pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by the Purchaser. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the Purchaser in writing that, in its or their opinion, the number of securities that the Purchaser and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration Statement shall be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be sold by Purchaser that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration Statement, any other securities eligible for inclusion in such Registration Statement. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(d)2(a)(ii) prior to the effectiveness of such registration whether or not the Purchaser has elected to include securities in such registration.

Piggy-Back Registrations. If at any time after the date hereof there is not an effective Registration Statement covering all of the Registrable Securities required to be covered hereunder and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder written notice of such determination and, if within ten (10) days after receipt of such notice, any such Investor Holder shall so request in writing, the Company shall use commercially reasonable efforts to include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that ifto the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required consent of any selling stockholder(s) to such inclusion under such registration statement. If, in connection with any underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement a registration statement because, in the judgment of such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly public distributionfacilitate such offering, then the Company shall be obligated to include in such Registration Statement the registration statement only such limited portion of the Registrable Securities with respect to which such Investor each Holder has requested inclusion hereunderhereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Holders seeking to include Registrable SecuritiesSecurities in a registration statement, in proportion to the number of Registrable Securities sought to be included by such InvestorsHolders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statementthe registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)statement.

Piggy-Back Registrations. If at any time prior to the expiration ------------------------ of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) and the Company is not prohibited from including such Registrable Securities on such Registration Statement, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested rights (except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementexisting agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time after the Initial Demand Request Date and prior to the expiration of the Registration Period (as hereinafter defined), the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than the amendment of a registration statement now on file, registration statements on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination filing and, if within ten fifteen (1015) days after the receipt of such notice, such an Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration StatementStatement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which an Investor is entitled to registration under this Section 2(b) is requested except an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, other than on Form S-4 a registration statement registering securities issued (1) pursuant to compensation plans for employees, directors, officers, advisers or Form S-8 consultants of the Company and in accordance with the terms of such plans or their then equivalents relating to equity securities to be issued solely in connection with any acquisition (2) as part of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansa Board Approved Transaction, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Agreement written notice of such determination and, if within ten five (105) business days after receipt of such notice, such an Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such the Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived as to all Investors by Investors holding the Majority Holders and as to a majority in interest of the Registrable Securities particular Investor by such Investor and shall expire after the Company has afforded the opportunity for the Investors Investor(s) to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who Investor, provided that he, she or it is entitled not then eligible to registration rights sell all of his, her or its Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the his, her or its Registrable Securities that such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of the Common Stock which may be included in the Registration Statement such registration statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate that such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter(s) shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such registration statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor and each other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.6 is an underwritten offering, however, that the Company shall not exclude any then each Investor whose Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities included in such Registration Statement; Statement shall, unless otherwise agreed by the Company, offer and provided furthersell his, howeverher or its Registrable Securities in an underwritten offering using the same underwriter(s) and, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, in which case such on the same terms and conditions as other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations shares of the Company under this Section 2(d) may be waived by Investors holding a majority Common Stock included in interest of the Registrable Securities such underwritten offering and shall expire after enter into an underwriting agreement in form and substance reasonably satisfactory to the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained underwriter(s). Upon the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to registration statement for which piggy-back registration has been provided in this Section 2(d)6.6, any Event Payments payable shall terminate and no longer be payable.

Piggy-Back Registrations. (a) If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than (i) pursuant to the Millennium Registration Agreement and (ii) on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each the Investor who is entitled not then eligible to registration rights sell all of their Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, such any the Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such the Investor requests to be registered. (b) Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorspermit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration Statement; Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and provided further, however, that, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata with among the Investor and the holders of other securities having the contractual right to include such inclusion of their securities in the such Registration StatementStatement by reason of demand registration rights, based on in proportion to the number of securities for Registrable Securities or other securities, as applicable, sought to be included by the Investor or other holder. (c) If an offering in connection with which the Investor is entitled to registration under this Section 6.7 is requested except an underwritten offering, then the Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities underwritten offering and shall be excluded, if at all, enter into an underwriting agreement in accordance with the terms of such agreement. No right a form and substance reasonably satisfactory to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwriter or underwriters.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to prepare and file with the SEC a Registration Statement registration statement under the Securities Act relating to an offering for its own account or for the account of others under the Securities Act of any other holder of its equity securities, securities (other than securities being registered on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder written notice (which may include e-mail) of such determination and, if within ten (10) days after receipt the effective date of such notice, such Investor the Holder shall so request in writing, the Company shall include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the such Holder’s Registrable Securities such Investor that the Holder requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, in connection with any underwritten public offering for the account of the Company Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in the Registration Statement such offering because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement underwritten offering only such limited portion of the Registrable Securities with respect to which such Investor the Holder has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter(s) shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorspermit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by right contract to inclusion of such securities in such Registration Statementan underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement, based on the number such underwritten offering other than holders of securities for which entitled to inclusion of their securities in such underwritten offering by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under If a Holder’s Registrable Securities are included in an underwritten offering pursuant to this Section 2(d) may be waived 2(b), then such Holder shall, unless otherwise agreed by Investors holding a majority in interest of the Company, offer and sell such Registrable Securities and shall expire after in such underwritten offering using the Company has afforded same underwriter or underwriters and, subject to the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time when there is not an effective Registration Statement the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion amount of the Registrable Securities with respect to which in the opinion of such Investor has requested inclusion hereundermanaging underwriter(s) can be sold. Any exclusion of Registrable Securities shall be made pro rata among the Investors Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such InvestorsHolders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statementregistration statement; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which such registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)hereunder.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) fifteen days after receipt the date of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude be required to register any Registrable Securities unless pursuant to this Section 6(e) that are eligible for sale pursuant to Rule 144(k) of the Company has first excluded all outstanding securities Securities Act. In the holders case of which are not entitled by right to inclusion of securities in such Registration Statement; and provided furtheran underwritten public offering, however, that, after giving effect if the managing underwriter(s) or underwriter(s) should reasonably object to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest inclusion of the Registrable Securities and shall expire after in such registration statement, then if the Company has afforded after consultation with the opportunity for managing underwriter should reasonably determine that the Investors inclusion of such Registrable Securities, 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 Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to exercise be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration rights under this Section 2(dstatement, if the Company after consultation with the underwriter(s) for two registrationsrecommends the inclusion of none of such Registrable Securities; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by if securities are being offered for the Company account of other Persons or entities as well as the Company, such reduction of the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to Holders shall be filed pursuant to Section 2(a) pro rata with the reduction of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness securities of such Registration Statement as required by this Agreement and if other Persons or entities (other than the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(dCompany).

Piggy-Back Registrations. If If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall send deliver to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) fifteen days after receipt the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, (i) that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such pursuant to this Section 6(e) that are eligible for exercise or resale pursuant to Rule 144 (without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement referred that is available for resales or other dispositions by such Holder or the Warrant Exercise and (ii) any such piggy-back registration rights shall be subject to, if underwritten, customary underwriter cutbacks (at the underwriter’s discretion) provided in the event that some but not all of the unregistered Registrable Securities may be included, any such cutbacks are applied ratably in proportion to in this Section 2(d)each Holder’s unregistered Registrable Securities then held.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled Holder not then eligible to registration rights sell all of their Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the any Registrable Securities such Investor that the Holder requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Holder has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorspermit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration Statement; Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and provided further, however, that, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata with among the Holders seeking to include Registrable Securities and the holders of other securities having the contractual right to include such inclusion of their securities in the such Registration StatementStatement by reason of demand registration rights, based on in proportion to the number of securities for Registrable Securities or other securities, as applicable, sought to be included by each such Holder or other holder. If an offering in connection with which a Holder is entitled to registration under this Section 6.6 is requested except an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities underwritten offering and shall be excluded, if at all, enter into an underwriting agreement in accordance with the terms of such agreement. No right a form and substance reasonably satisfactory to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained underwriter or underwriters. Upon the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to registration statement for which piggy-back registration has been provided in this Section 2(d)6.6, any partial liquidated damages payments payable to an Holder whose Securities are included in such registration statement shall terminate and no longer be payable.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled not then eligible to registration rights sell all of their Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, however, that the Company shall not exclude any then each Investor whose Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities included in such Registration Statement; Statement shall, unless otherwise agreed by the Company, offer and provided furthersell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, however, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities underwritten offering and shall be excluded, if at all, enter into an underwriting agreement in accordance with the terms of such agreement. No right a form and substance reasonably satisfactory to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained underwriter or underwriters. Upon the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to registration statement for which piggy-back registration has been provided in this Section 2(d)6.7, any Additional Interests payable to an Investor whose Securities are included in such registration statement shall terminate and no longer be payable.

Piggy-Back Registrations. If If, at any time prior to the Company fifth anniversary of the Closing, the Purchaser shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) (a “Registration Statement”), the Company Purchaser shall send to each Investor who is entitled to registration rights under this Section 2(d) the Sellers written notice of such determination andfiling, if and if, within ten (10) 15 days after receipt the date of such notice, such Investor either Seller shall so request in writing, the Company Purchaser shall include in such Registration Statement all or any part of the Registrable Securities Purchaser Stock that such Investor Seller requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Purchaser Stock which that may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company Purchaser shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Purchaser Stock with respect to which such Investor either Seller has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorspermit; provided, however, that (i) the Company Purchaser shall not exclude any Registrable Securities Purchaser Stock unless the Company Purchaser has first excluded all outstanding securities the holders of which are not contractually entitled by right to inclusion of such securities in such Registration Statement; and provided further, however, that, Statement or are not contractually entitled to pro rata inclusion with the Purchaser Stock (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities Purchaser Stock shall be made pro rata with among the Sellers seeking to include Purchaser Stock and the holders of other securities having the contractual right to include such inclusion of their securities in the such Registration StatementStatement by reason of demand registration rights, based on in proportion to the number of securities for which registration is requested except shares of Purchaser Stock or other securities, as applicable, sought to be included by the extent such pro rata exclusion of Sellers or each such other holder, and (iii) no such reduction shall reduce the amount of Purchaser Stock included in the registration below twenty-five (25%) of the total amount of securities is prohibited under any written agreement entered into by the Company with the holder of included in such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities Purchaser Stock under this Section 2(d3.2(a) shall be construed to limit any registration required under Section 2(a3.2(a) hereof. The obligations of If an offering in connection with which the Company Sellers are entitled to registration under this Section 2(d3.2(a) may be waived by Investors holding a majority in interest is an underwritten offering, then if any of the Registrable Securities Purchaser Stock owned by the Sellers is included in such Registration Statement, each Seller shall, unless otherwise agreed by the Purchaser, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include sell such Purchaser Stock in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Purchaser Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each the Investor who is entitled not then eligible to registration rights sell its Registrable Securities pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under this Section 2(d) Rule 144 and without volume or manner-of-sale restrictions in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, such the Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such the Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, however, that then the Company shall not exclude any Investor is Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities included in such Registration Statement; Statement shall, unless otherwise agreed by the Company, offer and provided furthersell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, however, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities underwritten offering and shall be excluded, if at all, enter into an underwriting agreement in accordance with the terms of such agreement. No right a form and substance reasonably satisfactory to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained underwriter or underwriters. Upon the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to registration statement for which piggy-back registration has been provided in this Section 2(d)6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall terminate and no longer be payable.

Piggy-Back Registrations. If In the event that all Registrable Securities are not registered for resale in connection with the IPO, should the Company, after the IPO and at any time prior to the Company shall expiration of the Registration Period (as hereinafter defined), determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide employee benefit plans), the Company shall send to each Investor Purchaser who is entitled to registration rights under this Section 2(d2(b) written notice of such determination and, if within ten twenty (1020) days after receipt the effective date of such noticenotice (as provided for in Section 11(b) hereof), such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Purchaser has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Purchasers seeking to include Registrable Securities, Securities in proportion to the number of Registrable Securities sought to be included by such InvestorsPurchasers; providedPROVIDED, howeverHOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided furtherPROVIDED, howeverFURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d2(b) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which a Purchaser is entitled to registration under this Section 2(d2(b) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time (i) prior to the expiration of the Registration Period (as hereinafter defined), and (ii) there is not then in effect an effective Registration Statement in accordance with Section 2 of this Agreement registering the resale of all of the Registrable Securities, the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) 2 written notice of such determination and, if within ten fifteen (1015) days after receipt the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, Securities in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) or Section 2(b) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled not then eligible to registration rights sell all of their Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall advise; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; providedInvestor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, however, that the Company shall not exclude any then each Investor whose Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities included in such Registration Statement; Statement shall, unless otherwise agreed by the Company, offer and provided furthersell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, however, that, after giving effect subject to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters and such other securities agreements as shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excludedunderwriter or underwriters. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained Upon the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to registration statement for which piggy-back registration has been provided in this Section 2(d)6.7, any Event Payments payable to an Investor whose Common Shares are included in such registration statement shall terminate.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) underwriter thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' underwriter's judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. The Section 2(d) shall not be entitled applicable to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required the Company is obligated to be filed file currently with respect to the shares of the Common Stock issued or issuable in connection with the Company's private placement of February and March 2000, provided that the Company is not in default of its obligations to file a Registration Statement pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)hereof.

Piggy-Back Registrations. If Subject to the provisions of Sections 3 and 4 hereof, if at any time the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securitiessecurities for its own account or the account of others, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) owns Registrable Securities written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Investor's Registrable Securities that such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion portion, if any, of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities and other securities having registration rights shall be made pro rata among the Investors and other shareholders seeking to include Registrable Securities, Securities and other securities have registration rights and in proportion to the number of Registrable Securities and other securities having registration rights sought to be included by in such Investorsregistration; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d2(a) shall be construed to limit any registration required under Section 2(a2(b) hereof. The obligations of the Company under this Section 2(d2(a) may be waived by Investors holding a majority Eighty (80%) Percent in interest of the Registrable Securities and shall expire terminate (i) after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d2(a) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d2(a) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision , or (ii) after the expiration of this Agreement, if three years after the Registration Statement required to be filed pursuant to Section 2(a) Closing Date of this Agreement shall have been ordered effective the transactions contemplated by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Purchase Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).

Piggy-Back Registrations. Section 2.1 If at any time the Company Pubco shall determine to prepare and file with the SEC a Registration Statement relating to an offering register for its own account or the account of others under the Securities Act (including in connection with (i) a public offering by Pubco or (ii) the IPO or a demand for registration made by any person who owns or has the right to acquire equity securities of Pubco including any of the parties hereto) any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansequivalents), the Company it shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder written notice of such determination andand if, if within ten (10) 30 days after receipt of such notice, such Investor Holder shall so request in writing, the Company Pubco shall use its best efforts to include in such Registration Statement all or any part of the Registrable Securities such Investor requests Holder has so requested to be registered. If such registration involves an Underwritten Offering, except that ifeach such Holder must sell its shares to the underwriters on the same terms and conditions as apply to Pubco or the person demanding such registration, as applicable. Section 2.2 If, in connection with any underwritten public offering for the account registration described in Section 2.1 of the Company this Annex B with respect to an Underwritten Offering, the managing underwriter(s) thereof underwriter of such Underwritten Offering shall impose a limitation on the number of shares of such Pubco Common Stock which may be included in the Registration Statement because, because in such underwriter(s)' its judgment, such limitation is necessary to effect an orderly public distribution, then the Company then, upon written notice from such managing underwriter to that effect, Pubco shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has Holders have requested inclusion hereunderpursuant hereto as such limitation permits, after the inclusion of all shares of common stock to be registered by Pubco for its own account. Any exclusion of Registrable Securities shall be made pro rata among the Investors such Holders seeking to include Registrable Securitiessuch shares, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion shares of Registrable Securities shall be made pro rata with holders issued or issuable (pursuant to exchange rights provided for in Section 6.2 of other the Investment Agreement) to each such Holder. Section 2.3 If, at any time after giving written notice of its intention to register any securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities and prior to the effective date of this Agreementthe registration statement filed in connection with such registration, in which case Pubco or the person demanding such other securities shall be excludedregistration, if at allas applicable, in accordance determines for any reason not to proceed with the terms proposed registration, Pubco shall give written notice of such agreement. No right determination to each Holder requesting registration of Registrable Securities under this Section 2(d) shall in connection therewith and thereupon Pubco will be construed to limit any registration required under Section 2(a) hereof. The obligations relieved of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated obligation to register any Registrable Securities on in connection with such Registration Statement referred to in this Section 2(d)registration.

Piggy-Back Registrations. If at any time the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d8(e) written notice of such determination and, if within ten (10) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d8(e) shall be construed to limit any registration required under Section 2(a8(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the any Registration Statement required to be filed pursuant to Section 2(a8(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d8(e).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, ) the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities rights or whose registration rights existed prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementhereof. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors Securities. If an offering in connection with which an Investor is entitled to exercise registration rights under this Section 2(d2(c) for two registrations; providedis an underwritten offering, however, that any then each Investor who shall have had any whose Registrable Securities excluded from any are included in such Registration Statement in accordance with this Section 2(d) shall be entitled to include shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, if in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion portion, if any of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statementregistration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number registration statement other than holders of securities for which entitled to inclusion of their securities in such registration is requested statement by reason of demand registration rights (except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementexisting agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such registration statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time when there is not an effective Registration Statement covering all of the Registrable Securities, the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 8-4 or Form S-8 8-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) holder of Registrable Securities written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, any such Investor holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude be required to register any Registrable Securities unless pursuant to this Section 7(d) that are eligible for sale pursuant to Rule 144(k) of the Company has first excluded all outstanding securities Commission. In the holders case of which are not entitled by right to inclusion of securities in such Registration Statement; and provided furtheran underwritten public offering, however, that, after giving effect if the managing underwriter(s) or underwriter(s) should reasonably object to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest inclusion of the Registrable Securities in such registration statement, then if the Company, after consultation with the Underwriter's Representative, should reasonably determine that the inclusion of such Registrable Securities 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 Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall expire after be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the registration), if the Company has afforded after consultation with the opportunity for underwriter(s) recommends the Investors to exercise inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration rights under this Section 2(dstatement, if the Company after consultation with the underwriter(s) for two registrationsrecommends the inclusion of none of such Registrable Securities; provided, however, that any Investor who if Securities are being offered for the account of other persons or entities as well as the Company, such reduction shall have had any not represent a greater fraction of the number of Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall intended to be entitled to include in an additional Registration Statement filed offered by the Company Holders than the Registrable Securities so excluded. Notwithstanding any other provision fraction of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities similar reductions imposed on such Registration Statement referred to in this Section 2(d).other persons or entities (other than the Company) -

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a2(d) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any such registration (A) in the case of an underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distributiondistribution or (B) in the case of a registration statement registering securities pursuant to the Registration Rights Agreement, dated as of December 19, 1994, by and among the Company and the other signatories thereto (the "December 1994 Agreement"), the holders of a majority of the securities to be registered pursuant to such agreement have in good faith determined that the inclusion of Registrable Securities would be detrimental to the offering of such securities, then in each case the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter or such holders, respectively, shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except rights (and provided that any reduction of securities to be registered pursuant to the extent such pro rata exclusion December 1994 Agreement or the Securities Purchase Agreement, dated as of such other securities is prohibited under any written agreement entered into September 30, 1994, as amended as of December 19, 1994, by and among the Company with and the holder of such other securities prior to signatories thereto (the date of this "September 1994 Amended Agreement") or the Option Agreement, in which case such other securities dated as of January 13, 1995, between the Company and Buckeye Communications, Inc., or the Warrant to purchase Common Stock, dated November 24, 1995, issued to Value Vision International, Inc. (the "VVI Warrant") shall be excluded, if at all, in accordance with allocated among the terms of such agreementparties thereto as provided therein). No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any exchange offer or acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to each Investor Purchaser who is entitled to registration rights under this Section 2(d) 2.4 written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Purchaser has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included then owned by such InvestorsPurchasers; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d) 2.4 shall be construed to limit any registration required under Section 2(a) 2.1 or 3.2 hereof. The obligations of the Company If an offering in connection with which a Purchaser is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the 2.4 is an underwritten offering, then each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of Investor or other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)holder.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 5-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Executive written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor Executive shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor that Executive requests to be registered, except provided, however, that the Company shall not be required to include Registrable Securities in the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling securityholders if, and to the extent that, such inclusion would make the use of such form unavailable. If, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock common stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Executive has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the The Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) 2.5 shall be construed to limit any registration required under Section 2(a) 2.1 or 3.2 hereof. The obligations of the Company If an offering in connection with which a Holder is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the 2.5 is an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of common stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time the (a) The Company shall determine notify all holders of Registrable Securities then outstanding ("HOLDERS" and each a "HOLDER") in writing at least 15 days prior to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account filing of others any registration statement under the Securities Act for purposes of any a public offering of its equity securitiessecurities of the Company (including, other than on Form S-4 or Form S-8 or their then equivalents but not limited to, registration statements relating to equity secondary offerings of securities of the Company, but excluding Special Registration Statements) and shall afford each such Holder an opportunity to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten (10) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities such Investor requests to be registeredheld by it shall, except that ifwithin 15 days after the above-described notice from the Company, in connection with any underwritten public offering for the account of so notify the Company in writing. Such notice shall state the managing underwriter(s) thereof shall impose a limitation on the number intended method of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion disposition of the Registrable Securities with respect by such Holder. If a Holder decides not to which such Investor has requested inclusion hereunder. Any exclusion include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall be made pro rata among the Investors seeking nevertheless continue to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having have the right to include such securities any Registrable Securities in the Registration Statement, based on the number of securities for which any subsequent registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into statement or registration statements as may be filed by the Company with the holder respect to offerings of such other securities prior to the date of this Agreementits securities, in which case such other securities shall be excluded, if at all, in accordance with all upon the terms of such agreement. No right to and conditions set forth herein. (b) If the registration statement under which the Company gives notice under this Section 6.7 is for an underwritten public offering, the Company shall so advise the Holders of Registrable Securities under then outstanding. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2(d) 6.7 shall be construed to limit any registration required under Section 2(a) hereof. The obligations conditioned upon such Holder's participation in such underwriting and the inclusion of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the such Holder's Registrable Securities and shall expire after in the Company has afforded underwriting to the opportunity for the Investors extent provided herein. All Holders proposing to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any distribute their Registrable Securities excluded from any Registration Statement through such underwriting shall enter into an underwriting agreement in accordance customary form with this Section 2(d) shall be entitled to include in an additional Registration Statement filed the underwriter or underwriters selected for such underwriting by the Company the Registrable Securities so excludedCompany. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated: first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholders of the Company (other than a Holder) on a pro rata basis; provided, however, that: (i) if the Registration Statement required to be was filed at the request of a stockholder (other than a Holder) for the purpose of registering the resale of securities held by such stockholder pursuant to Section 2(a) of this Agreement a "demand" right then such allocation shall have been ordered effective by be: first, to such stockholder; and second, to the SEC Company and the Company Holders on a pro rata basis; and (ii) except as set forth in clause (i), no such reduction shall have maintained reduce the effectiveness amount of such Registration Statement as required by this Agreement and if securities of the selling Holders included in the registration unless all stockholders of the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d).exercising

Piggy-Back Registrations. If at any time prior to the expiration of ------------------------ the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, ) the Company shall send to each Investor who is entitled to registration rights under this Section 2(dthe Investor(s) written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities rights or whose registration rights existed prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementhereof. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors Securities. If an offering in connection with which an Investor is entitled to exercise registration rights under this Section 2(d2(c) for two registrations; providedis an underwritten offering, however, that any then each Investor who shall have had any whose Registrable Securities excluded from any are included in such Registration Statement in accordance with this Section 2(d) shall be entitled to include shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the Common Stock included in such underwritten offering. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF THE REGISTRABLE SECURITIES ARE INCLUDED IN AND REGISTERED UNDER FORM S-1 NO. 333-40175, FILED WITH THE SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this AgreementON NOVEMBER 13, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d1997 (THE "FORM S-1"), THEN TO THE EXTENT OF SUCH INCLUSION AND REGISTRATION, NO REGISTRATION STATEMENT NEED BE FILED WITH RESPECT TO SUCH REGISTRABLE SECURITIES INCLUDED IN AND REGISTERED UNDER THE FORM S-1, AND THIS REGISTRATION RIGHTS AGREEMENT SHALL BE VOID WITH RESPECT TO SUCH REGISTRABLE SECURITIES INCLUDED IN AND REGISTERED UNDER THE FORM S-1. THEREFORE, IF ALL OF THE REGISTRABLE SECURITIES ARE INCLUDED IN AND REGISTERED UNDER THE FORM S-1, NO REGISTRATION STATEMENT NEED BE FILED HEREUNDER.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) and during a period in which the Registration Statement required to be filed pursuant to Section 2(a) is not effective, the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than the amendment of a registration statement now on file or registration statements on solely with respect to shares of common stock issued or issuable in connection with an equity credit line or similar vehicle, registration statements on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination filing and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration StatementStatement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to rights. Notwithstanding the extent foregoing, no such pro rata exclusion reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementregistration. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary contained herein, the Investors' rights set forth in this Section 2(d) shall be entitled not apply with respect to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be registration statement filed pursuant to Section 2(a) of this Agreement shall have been ordered effective that certain Registration Rights Agreement, dated May 7, 1999, by the SEC and between the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)Xxxxxx Laboratories.

Piggy-Back Registrations. If at any time prior to the expiration ------------------------ of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, ) the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) section 2.3 written notice of such determination and, if within ten (10) twenty days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which that may be included in the Registration Statement because, in such underwriter(s)' good faith judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder; provided that no portion of the equity securities that the Company is offering for its own account shall be excluded; and provided further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, provided that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which held by persons that are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided further, however, further that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities rights or whose registration rights existed prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementhereof. No right to registration of Registrable Securities under this Section 2(d) section 2.3 shall be construed to limit any registration required under Section 2(a) hereofsection 2.1. The obligations of the Company under this Section 2(d) section 2.3 may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors Securities. If an offering in connection with which an Investor is entitled to exercise registration rights under this Section 2(d) for two registrations; provided2.3 is an underwritten offering, however, that any each Investor who shall have had any whose Registrable Securities excluded from any are included in such Registration Statement in accordance with this Section 2(d) shall be entitled to include shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an additional Registration Statement filed by underwritten offering using the Company the Registrable Securities so excluded. Notwithstanding any other provision same underwriter or underwriters and, subject to all provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other the Company’s employee benefit plansBenefit Plans, then the Company shall send deliver to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) 15 days after receipt the date of the delivery of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude be required to provide notice or otherwise register any Registrable Securities unless pursuant to this Section 6(d) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the SEC pursuant to the Securities Act or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has first excluded all outstanding securities advised the holders of which are not entitled by right to Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Public Offering (including pursuant to this Section 6(d)) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made on a pro rata with holders of other securities having the right to include such securities in the Registration Statementbasis, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such securities; and (iii) any other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required are requested to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of included in such Registration Statement as required by this Agreement and if on a pro rata basis, based on the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)number of requested securities.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder a written notice of such determination and, if within ten (10) fifteen days after receipt the date of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor holder requests to be registered; provided, except that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that ifare eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the subject of a then effective Registration Statement. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which that may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor Holder has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorspermit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not contractually entitled by right to inclusion of such securities in such Registration Statement; Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and provided further, however, that, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata with among the Holders seeking to include Registrable Securities and the holders of other securities having the contractual right to include such inclusion of their securities in such Registration Statement by reason of demand registration rights in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Holder or other holder. If an offering in connection with which a Holder is entitled to registration under this Section 6(e) is an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. With respect to any registration of Registrable Securities pursuant to this Section 6(e), if at any time after written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration the Company shall determine for any reason either not to register or delay registration of such securities, or to withdraw the Registration Statement after filing and after notice thereof, but prior to the effectiveness of the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion Company may, at its election, give written notice of such other securities is prohibited under any written agreement entered into by determination to each Holder and thereupon (i) in the Company with the holder case of such other securities prior a determination not to the date of this Agreementregister, in which case such other securities shall be excluded, if at all, in accordance with the terms relieved of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated obligation to register any Registrable Securities on in connection with such Registration Statement referred registration pursuant to in this Section 2(d6(e) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities pursuant to this Section 6(e), for the same period as the delay in registering such other securities.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an (i) a firm underwritten offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities or (ii) any other offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) at a time when the Registration Statement contemplated by Section l(a) hereof is not effective, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d2(c) written notice of such determination and, if within ten fifteen (1015) days after receipt the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which that may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d2(c) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d2(c) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled not then eligible to registration rights sell all of their Registrable Securities under this Section 2(d) Rule 144 in a three-month period, written notice of such determination andand if, if within ten (10) days after receipt of such notice, any such Investor shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor requests to be registered. Notwithstanding the foregoing, except that ifin the event that, in connection with any underwritten public offering for the account of the Company offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable SecuritiesSecurities and officers, directors and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand or piggy-back registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such InvestorsInvestor or other holder; providedand provided further that, howeverto the extent Cut Back Securities (as defined in Section 6.8 hereof) exist, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the held by officers, directors and all other holders of which are not entitled securities of the Company (other than Registrable Securities and other than securities held by holders who by contractual right to inclusion of securities in demanded such Registration Statement; registration (“Demanding Holders”)) and provided further, however, that, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata with holders of other securities having among the right Investors seeking to include such securities Registrable Securities and the Demanding Holders, in the Registration Statement, based on proportion to the number of securities for Registrable Securities or other securities, as applicable, sought to be included by each such Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is requested except an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which case such other securities shall be excluded, if at all, piggy-back registration has been provided in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) 6.7, any Event Payments payable to an Investor whose Securities are included in such registration statement shall be construed terminate with respect to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise included in such registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)statement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) at which time no Registration Statement is then effective with resepct to the Registrable Securities, the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others (unless inclusion therein would require the consent of such other party, and the Company is unable, despite exercise of good faith efforts, to obtain such consent) under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option option, stock purchase or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after receipt the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorspermit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which registration is requested except not subject to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementa similar cut-back provision. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) Holder written notice of such determination and, if within ten (10) fifteen days after receipt of such notice, any such Investor Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities such Investor holder requests to be registered, except that if. If, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which such Investor Holder has requested inclusion hereunderhereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsholders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statementregistration statement; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which such registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)statement.

Piggy-Back Registrations. If at any time prior to filing a Registration Statement under this Agreement, the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) 2 written notice of the intended filing of such determination Registration Statement and, if within ten twenty (1020) days after receipt of such notice, such any Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such a limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion , such portion to be determined as hereinafter provided; provided that no portion of Registrable Securities the equity securities which the Company is offering for its own account shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsexcluded; provided, howeverfurther that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Subject to the foregoing, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; and provided furtherStatement or are not entitled to pro rata inclusion with the Registrable Securities, however, thatand, after giving effect to the immediately preceding provisoclause, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which an Investor is entitled to registration under this Section 2 is an underwritten offering and such Investor’s Registrable Securities are included in such Registration Statement, based on then the number of securities for which registration is requested except Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in such underwritten offering using the same underwriter or underwriters and, subject to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time Until 180 days after the Final Closing Date, if there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine determines to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form but excluding Forms S-4 or Form S-8 or their and similar forms which do not permit such registration, then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled Subscriber not then eligible to registration rights sell all of their Registrable Securities under this Section 2(drule 144(b)(1)(i) written notice of such determination and, if within ten (10) fifteen calendar days after receipt of such notice, any such Investor holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor Subscriber requests to be registered, except that ifsubject to any cutbacks in accordance with guidance provided by the Commission (including, but not limited to, Rule 415). Notwithstanding the foregoing, in the event that, in connection with any underwritten or registered direct public offering for the account of the Company offering, the managing underwriter(s) thereof or lead placement agent thereof, as the case may be, shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)' ’ or placement agent’s judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Investor a Subscriber has requested inclusion hereunder. Any exclusion of Registrable Securities hereunder as the underwriter or placement agent shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorspermit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all securities outstanding securities prior to the date of this Agreement, the holders of which are not contractually entitled by right prior to the Initial Closing Date to inclusion of such securities in such Registration Statement; registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and provided further, however, that, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata with among the Subscribers seeking to include Registrable Securities and the holders of other securities having the contractual right to include such inclusion of their securities in the Registration Statement, based on such registration statement in proportion to the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall or other securities, as applicable, sought to be construed to limit any registration required under Section 2(a) hereofincluded by each such Subscriber or other holder. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest any holder of any of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors entitled to exercise registration rights under this Section 2(d) for two registrations; provided6. The holders whose Registrable Securities are included or required to be included in such registration statement are granted the same rights, howeverbenefits, that liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. In no event shall the liability of any Investor who shall have had holder of Securities or permitted successor in connection with any Registrable Securities excluded from included in any Registration Statement such registration statement be greater in accordance with this Section 2(d) shall be entitled amount than the dollar amount of the net proceeds actually received by such Subscriber upon the sale of the Registrable Securities sold pursuant to include such registration or such lesser amount in an additional Registration Statement filed proportion to all other holders of securities included in such registration statement. All expenses incurred by the Company in complying with Section 6, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities so excludedare called "Selling Expenses." The Company will pay all Registration Expenses in connection with the registration statement under Section 6. Notwithstanding any other provision of this Agreement, if the Registration Statement required to Selling Expenses in connection with each registration statement under Section 6 shall be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective borne by the SEC holder and will be apportioned among such holders in proportion to the Company shall have maintained number of shares included therein for a holder relative to all the effectiveness of such Registration Statement securities included therein for all selling holders, or as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)holders may agree.

Piggy-Back Registrations. If at any time the Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 S- 4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) holder of Registrable Securities written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, any such Investor holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities such Investor holder requests to be registered, except that if, in connection with any underwritten public offering Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distributiondistribution of securities covered thereby, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect for to which such Investor holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsholders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statementregistration statement; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which such registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementstatement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration otherwise required under Section 2(a) hereof. The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in interest of the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities so excluded. Notwithstanding any other provision of this Agreement, if the Registration Statement required to be filed pursuant to Section 2(a) of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)hereunder.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a Registration Statement relating to an a firm commitment underwritten offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, ) the Company shall send to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within ten fifteen (1015) days after receipt the date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunderhereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementrights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) or 3(b) hereof. The obligations of the Company If an offering in connection with which an Investor is entitled to registration under this Section 2(d) may be waived by Investors holding a majority in interest of the is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and shall expire after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(d) for two registrations; provided, however, that any Investor who shall have had any sell such Registrable Securities excluded from any Registration Statement in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.

Piggy-Back Registrations. If at any time prior to filing a Registration Statement under this Agreement, the Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each the Investor who is entitled to registration rights under this Section 2(d) 2 written notice of the intended filing of such determination Registration Statement and, if within ten twenty (1020) days after receipt of such notice, such the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such the Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such a limited portion of the Registrable Securities with respect to which such the Investor has requested inclusion hereunder. Any exclusion , such portion to be determined as hereinafter provided; provided that no portion of Registrable Securities the equity securities which the Company is offering for its own account shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investorsexcluded; provided, howeverfurther that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Subject to the foregoing, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; and provided furtherStatement or are not entitled to pro rata inclusion with the Registrable Securities, however, thatand, after giving effect to the immediately preceding provisoclause, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for which entitled to inclusion of their securities in such Registration Statement by reason of demand registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereofrights. The obligations of the Company under this Section 2(d) 2 may be waived by Investors holding a majority the Investor. If an offering in interest of connection with which the Registrable Securities and shall expire after the Company has afforded the opportunity for the Investors Investor is entitled to exercise registration rights under this Section 2(d) for two registrations; provided2. is an underwritten offering, however, that any Investor who shall have had any then if the Investor’s Registrable Securities excluded from any are included in such Registration Statement in accordance with this Section 2(d) shall be entitled to include the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an additional Registration Statement filed by underwritten offering using the Company same underwriter or underwriters and, subject to the Registrable Securities so excluded. Notwithstanding any other provision provisions of this Agreement, if on the Registration Statement required to be filed pursuant to Section 2(a) same terms and conditions as other shares of this Agreement shall have been ordered effective by the SEC and the Company shall have maintained the effectiveness of Common Stock included in such Registration Statement as required by this Agreement and if the Company shall otherwise have complied in all material respects with its obligations under this Agreement, then the Company shall not be obligated to register any Registrable Securities on such Registration Statement referred to in this Section 2(d)underwritten offering.