Common use of Piggy-Back Registrations Clause in Contracts

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement relating to an 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), the Company shall send to Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement relating to an 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), the Company shall send to Buyer Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Buyer Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section Sections 2(a) or 3 hereof. If an offering in connection with which the Buyer Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer Investor pursuant to this Section 2(b2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement. For any piggyback registration into which the Investor’s shares are to be included, the Investor shall provide the underwriter with any information about the Investor that is reasonably requested by the underwriter.

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 file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer Investors pursuant to this Section 2(b2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, 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 contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d) is 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 underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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 prior when there is not an effective Registration Statement covering (i) shares of Common Stock issued pursuant to the expiration Purchase Agreement or (ii) Warrant Shares issuable upon exercise of the Registration Period (as hereinafter defined) Warrants, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their its 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 Buyer each Holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will use its best efforts to cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder, to the extent necessary to permit the disposition of the Registrable Securities so to be registered, provided that 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 noticeregistration, the Buyer Company shall so request in writingdetermine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration pursuant to this Section 8(d) (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 8(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such Holder requests to be registered; provided, except however, that, subject to Section 2 hereof, the Company shall not be required to register any Registrable Securities pursuant to this Section 8(d) that ifare eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, (i) if the managing underwriter should reasonably object to the inclusion of the Registrable Securities in such registration statement, and reasonably determine that the inclusion of such shares Registrable Securities would result 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 be included in the offering not being Rule 415 Eligibleregistration) if the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (iiy) none of the Registrable Securities of the Holders shall be included in connection with any underwritten public offering such registration statement if the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, the managing underwriter(s) thereof such reduction shall impose not represent a limitation on greater fraction of 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering intended to be Rule 415 Eligible offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement).

Piggy-Back Registrations. (i) If at any time prior to during the expiration of the Registration Period (as hereinafter defined) Exercise Period, the Company shall determine to file with the Commission SEC a Registration Statement under the Securities Act (a "REGISTRATION STATEMENT") relating to an underwritten offering for its own account or the account of others under the 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 of business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to Buyer each holder who is entitled to registration rights under this Section 8(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Warrantholder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer Warrant Shares such Warrantholder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Warrant Shares with respect to which the Buyer such Warrantholder has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 hereunder. Any exclusion of Registrable Securities Warrant Shares shall be made pro rata with among the holders of other all shares of Common Stock (or securities having the contractual right convertible into Common Stock) seeking to include such securities shares in the Registration Statement other than holders in proportion to the number of securities entitled registerable Securities sought to inclusion he included by such Warrantholders. The obligations of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities the Company under this Section 2(b8(b) may be waived by Warrantholders holding a majority in interest of the Warrant Shares and shall expire after the Company has afforded the opportunity for the Warrantholders to exercise registration rights under this Section 8(b) for two registrations; PROVIDED, however, that any Warrantholder who shall have had any Warrant Shares excluded from any Registration Statement in accordance with this Section 8(b) shall be construed entitled to limit any registration required under Section 2(a) hereofinclude in an additional Registration Statement filed by the Company the Warrant Shares so excluded. If an offering in connection with which the Buyer an Warrantholder is entitled to registration under this Section 2(d8(b) is an underwritten offering, then the Buyer each Warrantholder whose Warrant Shares are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities Warrant Shares 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. (a) If at any time prior to during the expiration Effectiveness Period there is not an effective Registration Statement covering all of the Registration Period (as hereinafter defined) Registrable Securities and the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 give prompt written notice to the Holder of Registrable Securities of its intention to do so and of such Holder’s rights under this Section 6. 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 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 send determine for any reason not to Buyer 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 the Holder of Registrable Securities and, if within fifteen (15) days after the effective date thereupon, shall be relieved of such notice, the Buyer 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 in connection with such registration (but not from its obligation to pay the Buyer requests to be registeredregistration expenses in connection therewith), except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or and (ii) in connection with any if such registration involves an underwritten public offering for the account of the Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number Holder of shares of Common Stock which may Registrable Securities requesting to be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary Company’s registration must sell their Registrable Securities to facilitate public distribution, then the underwriters selected by the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything apply to the contrary set forth hereinCompany, the 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 rights of the Buyer requested pursuant to this Section 2(b6(a) shall only be available in involves an underwritten public offering, the event the Company fails to timely file, obtain effectiveness or maintain effectiveness Holder of any Registration Statement Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed pursuant in connection with such registration, not to Section 2(a) register such securities in accordance connection with the terms such registration. The Company will pay all registration expenses in connection with each registration of this AgreementRegistrable 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 Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Buyer each holder of Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer any such holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities the Buyer such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering Underwritten 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 registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such holder has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such holders; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesregistration statement; and PROVIDEDprovided, FURTHERfurther, 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 contractual 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 rightsstatement. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration otherwise required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreementhereunder.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or 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), the Company shall send to each Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the such 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, on the same terms and conditions as other shares of Common Stock Shares included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If Unless the Registrable Securities have been registered pursuant to Section 2(a) and for so long as such registration is effective, subject to the provisions of Section 3(u) hereof, and sufficient to cover all Registrable Securities pursuant to Section 2(g) hereof, then, if at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an 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 at such time) 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 promptly send to Buyer each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(b) and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, 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 contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsSection 2(b) below. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a). The obligations of the Company under this Section 2(b) hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Buyer 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 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 If a registration rights of the Buyer pursuant to this Section 2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreementthe date hereof, drawn from them pro rata based on the number each has requested to be included in such registration.

Piggy-Back Registrations. If If, at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine (i) to file with the Commission 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 1933 Act of any other holder of its equity 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 plansplans and other than a Registration Statement filed pursuant to Section 2 of this Agreement), 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, then, subject to the limitations and provisions set forth below in this Section 2(b), Company shall send to Buyer each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer Investor 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 Investor’s Registrable Securities that the Buyer Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.;

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the Commission 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 1933 Act of any other holder of its equity 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 Buyer each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer Investor 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 Investor’s Registrable Securities that the Buyer Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.;

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Companyoffering, 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 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than a Registration Statement on Form S-4 or Form S-8 (or their then equivalents at such time) 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 promptly send to Buyer each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2.b and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, 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 contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthis Section 2.b below. No right to registration of Registrable Securities under this Section 2(b) 2.b shall be construed to limit any registration required under Section 2(a) hereof2.a. The obligations of the Company under this Section 2.b may be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) 2.b is an underwritten offering, then the Buyer each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to 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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Buyer pursuant to this Section 2(b2.b is to be an underwritten public offering and the managing underwriter(s) shall only advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be available included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) shall include in accordance with the terms of this Agreement.such registration:

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 file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHER-------- 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer Investors pursuant to this Section 2(b2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the Commission 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 1933 Act of any other holder of its equity 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 Buyer each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer Investor 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 Investor’s Registrable Securities that the Buyer Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual right to include such securities in the Registration Statement such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an Investor’s Registrable Securities are included in an underwritten offering in connection with which the Buyer is entitled pursuant to registration under this Section 2(d) is an underwritten offering2(b), then the Buyer such Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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 Buyer Investors pursuant to this Section 2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the when there is not an effective Registration Period (as hereinafter defined) Statement covering any Registrable Securities, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their its 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 Buyer each holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after receipt of such notice, any such holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that 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 noticeregistration, the Buyer Company shall so request in writingdetermine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter 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, as applicable, (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with offered by the terms Holders shall not represent a greater fraction than the fraction of this Agreementsimilar reductions imposed on such 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 determines to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities Common Stock (other than on Form S-4 or Form S-8 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 employee stock option or other employee benefit plans), the Company shall send to Buyer each Investor who is entitled to registration rights under Section 2(a) written notice of such determination and, if determination. If within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable may be determined by such managing underwriter(s); provided that no portion of the Common Stock 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 Rule 415 Eligible or (ii) as the underwriter shall permitincluded 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 contract to pro rata inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided further, 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 contractual 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 or similar registration rightsrights or whose registration rights existed prior to the date hereof. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, 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 contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d) is 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 underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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 prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the Commission 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 1933 Act of any other holder of its equity 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 Buyer each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer Investor 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 Investor’s Registrable Securities that the Buyer Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual right to include such securities in the Registration Statement such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an Investor’s Registrable Securities are included in an underwritten offering in connection with which the Buyer is entitled pursuant to registration under this Section 2(d) is an underwritten offering2(b), then the Buyer such Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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 Buyer Investors pursuant to this Section 2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) or Section 3(b) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 or F-4, Form S-8 or another form not available for registering the Registrable Securities to the public or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business business, or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each Buyer written notice of such determination and, if within fifteen (15) calendar days after the effective date delivery of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities the Buyer requests requested to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 facilitate public distributiondistribution of the aggregate number of securities (including the Registrable Securities) to be issued pursuant to such Registration Statement, then the Company shall only be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude any include in such registration (i) first, the number of Ordinary Shares presented by ADSs that the Company proposes to sell; (ii) second, the number of shares of Registrable Securities unless requested to be included therein by the Company has first excluded Buyers, allocated pro rata among all outstanding securitiesBuyers on the basis of the number of Registrable Securities owned by each such Buyer or in such manner as they may otherwise agree; and (iii) third, the number Ordinary Shares represented by ADSs requested to be included therein by holders of which are not entitled by contract to inclusion of the Ordinary Shares (other than the Buyers), allocated among such securities holders in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesmanner as they may agree; 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the such 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, on the same terms and conditions as other shares of Common Stock Ordinary Shares (including ADSs) included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the a Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration ------------------------ of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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)) and the Company is not prohibited from including such Registrable Securities on such Registration Statement, the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual 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 rightsrights (except to the extent any existing agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 file with the Commission SEC a Registration Statement relating to an 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 BONA FIDE, employee benefit plans), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, 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 other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer Investors pursuant to this Section 2(b2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 facilitate effect an orderly public distributiondistribution of the securities to be sold by the Company, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, 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 contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d) is 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 underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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 prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 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 Buyer each Purchaser who is entitled to registration rights under this Section 2(f) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Purchaser requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 facilitate 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 the Buyer such Purchaser has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Purchasers; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, 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 contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(f) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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 Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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(f).

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 8(e) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; 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 other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b8(e) shall be construed to limit any registration required under Section 2(a8(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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 Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement required to be filed pursuant to Section 2(a8(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 8(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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 facilitate effect an orderly public distributiondistribution of the securities to be sold by the Company, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; 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 other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d) is 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 underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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 prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 plansplans or pursuant to a plan to reorganize the Company's Series A Cumulative Convertible Preferred Stock), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; 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 other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d) is 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 underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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 prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Holder who is entitled to registration rights under this Section 8.2(b) written notice of such determination and, if within fifteen five (155) business days after the effective date of such notice, the Buyer such Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Companyoffering, 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 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 the Buyer such Holder has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Holders; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; Securities in accordance with agreements predating the date hereof, and PROVIDEDprovided, 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 contractual 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 mandatory registration rights. No right to registration of Registrable Securities under this Section 2(b8.2(b) shall be construed to limit any registration required under Section 2(a8.2(a) hereof. If an offering in connection with which the Buyer a Holder is entitled to registration under this Section 2(d8.2(b) is an underwritten offering, then the Buyer 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 AgreementSection 8, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If Unless the Registrable Securities have been registered pursuant to Section 2(a) and for so long as such registration is effective, subject to the provisions of Section 3(e) hereof, and sufficient to cover all Registrable Securities, then, if at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an 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 at such time) 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 promptly send to Buyer each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(b) and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, 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 contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsSection 2(b) below. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a). The obligations of the Company under this Section 2(b) hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Buyer 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 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 If a registration rights of the Buyer pursuant to this Section 2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreementthe date hereof, drawn from them pro rata based on the number each has requested to be included in such registration.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an underwritten offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than a Registration Statement on Form S-4 or Form S-8 (or their then equivalents at such time) 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 promptly send to Buyer each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2.b and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registeredregistered for resale, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, 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 contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthis Section 2.b below. No right to registration of Registrable Securities under this Section 2(b) 2.b shall be construed to limit any registration required under Section 2(a) hereof2.a. If an offering The obligations of the Company under this Section 2.b may be waived by Investors holding a majority of the Registrable Securities. To the extent that such Registration Statement has been filed in connection with which the Buyer is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to by the Company, offer and sell such Registrable Securities in an such 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 If the contrary set forth hereinmanaging underwriter(s) advise the Company, in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the registration rights number of the Buyer pursuant to this Section 2(b) shall only shares of Common Stock which may be available included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) shall include in accordance with the terms of this Agreement.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 file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, 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 contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d) is 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 underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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 prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (securities, other than on Form Form<-1- 32>S-4 or Form Form<-1- 32>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 Buyer each Investor who is entitled to registration rights under this Section 2(e) written notice of such determination and, if within fifteen (15) ten days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; 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 other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(e) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d2(e) is 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(e) 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(e) shall be entitled to include in an underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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(e).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If If, at any time prior to the expiration of the Registration Period (as hereinafter defineddefined in Section 3(a) below) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor written notice of such determination andfiling, if and if, within fifteen (15) 15 days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered. Notwithstanding the foregoing, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligibleevent that, or (ii) in connection with any underwritten public offering for the account of the Companyoffering, 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 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDEDprovided, HOWEVERhowever, 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 by contract to inclusion of such securities in such 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 Investors seeking to include Registrable Securities and the holders of other securities having the contractual 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, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Investor 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 included in such registration. No right to registration of Registrable Securities under this Section 2(b2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d2(c) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Buyer 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 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 Buyer Investors pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of 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 bona fide, employee benefit plans), the Company shall send to Buyer each Subscriber who is entitled to registration rights under this Section 8.1, written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Subscribers shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer Shares such Subscriber requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Shares with respect to which the Buyer such Subscriber has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Shares shall be made pro rata among the Subscribers seeking to include Shares in proportion to the number of Shares Securities sought to be included by such Subscriber; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities Shares unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesShares; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities Shares shall be made pro rata with holders of other securities having the contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer a Subscriber is entitled to registration under this Section 2(d) 8.1 is an underwritten offering, then the Buyer each Subscriber whose Shares are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities Shares in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, and on the same terms and conditions as other shares of Common Stock common stock included in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or 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), the Company shall send to Buyer each Investor written notice of such determination and, if within fifteen (15) days after the effective date receipt of such notice, the Buyer Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Investor’s Registrable Securities the Buyer it requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all other outstanding securities, the holders of securities held by other selling stockholders which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Buyer such Investor 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. Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract right existing as of the date hereof to inclusion of such securities in such Registration 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 contractual right existing as of the date hereof to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement 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 reason the Company with the holder of demand registration rightssuch 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(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering The obligations of the Company under this Section 2(d) may be waived by Investors holding a majority in connection 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 which the Buyer is this Section 2(d) shall be entitled to registration 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) unless the Registration Statement referred to in this Section 2(d) is an underwritten offering, then in which case 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 Company shall be obligated 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 Buyer pursuant to comply with this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement2(d).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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) (a “Piggyback Eligible Registration Statement”), the Company shall send to each Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the a Buyer shall so request in writing, the Company shall include in such Piggyback Eligible Registration Statement all or any part of the Registrable Securities the then outstanding and not otherwise registered pursuant to an effective Registration Statement, that such Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 Registrable Securities which may be included in the Piggyback Eligible Registration Statement because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Piggyback Eligible Registration Statement only such limited portion of the Registrable Securities with respect to which the a Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesSecurities (it being understood, for avoidance of doubt, that the Company shall not be required to exclude any securities pursuant to the Fourth Amended and Restated Registration Rights Agreement, dated February 26, 1999, among the Company and the stockholders party thereto and the Stock Purchase and Stock Issuance Agreement, dated as of October 28, 2002, by and between SmithKlineBeecham Corporation and the Company, as amended by the First Amendment to the Stock Purchase and Stock Issuance Agreement, dated as of January 10, 2005, by and between SmithKlineBeecham Corporation and the Company (the “Existing Agreements”)); 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 contractual right to include such securities in the Piggyback Eligible Registration Statement other than holders of securities entitled to inclusion of their securities in such Piggyback Eligible Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the a 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffering (including, without limitation, execution of an agreement with the managing underwriter or agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable for such shares of the Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer Buyers pursuant to this Section 2(b) shall only be available in to the event extent that the Company fails to timely file, obtain effectiveness Buyer holds Registrable Securities and the Initial Registration Shares are not registered for resale or maintain effectiveness of any Registration Statement to be filed issuance pursuant to Section 2(a) in accordance with the terms of this AgreementAgreement at the time that the Company files a Piggyback Eligible Registration 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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor, who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided, FURTHERfurther, 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 contractual right to include such securities in the Registration Statement other than to the extent such pro rata allotment is permitted under the Company's currently existing agreements with such holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthe Company's securities. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a2(c) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d2(b) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Buyer shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire (i) after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors 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 exercise registration rights of the Buyer pursuant to under this Section 2(b) 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(b) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely file, obtain effectiveness the Registrable Securities so excluded or maintain effectiveness (ii) when all of the Registrable Securities held by any Registration Statement to Investor may be filed pursuant to Section 2(asold by such Investor under Rule 144 under the Securities Act ("Rule 144") in accordance with the terms of this Agreementwithin any three-month period.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine (i) to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Act of any other holder of its equity securities (other than debt securities or 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, or a shelf registration statement pursuant to the Prior Registration Rights Agreements) 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 (excluding any “at the market” offering similar in type to that contemplated by the Company’s existing sales agreement with Xxxxx and Company, LLC), then, subject to Section 2(d), the Company shall send to Buyer each Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer Investor 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 Investor’s Registrable Securities that the Buyer Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 Registrable Securities which may be included in the Registration Statement such underwritten offering because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to 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 the Buyer Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities Securities, unless the Company has first excluded all outstanding securities, securities to be sold for the holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual right to include such securities in the Registration Statement such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. Thus, if a Piggyback Registration relates solely to an underwritten secondary registration on behalf of other holders of the Company’s securities, the order of priority would be as follows: (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to demand registration rights, (ii) second, (A) to the extent none of the securities in clause (i) above are Registrable Securities or Prior Holder Securities then Registrable Securities and Prior Holder Securities pro rata among the holders thereof on the basis of the number of securities so requested to be included therein owned by each such holder or in such other manner as they agree, (B) to the extent the securities requested in clause (i) are Registrable Securities then Prior Holder Securities pro rata among the holders thereof on the basis of the number of securities so requested to be included therein owned by each such holder or in such other manner as they may agree or (C) to the extent the securities requested in clause (i) are Prior Holder Securities then Registrable Securities and any Prior Holder Securities not included in clause (i) pro rata among the holders thereof on the basis of the number of securities so requested to be included therein owned by each such holder or in such other manner as they may agree so requested to be included therein and (iii) third, other securities requested to be included in such registration. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an Investor’s Registrable Securities are included in an underwritten offering in connection with which the Buyer is entitled pursuant to registration under this Section 2(d) is an underwritten offering2(b), then the Buyer such Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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 Buyer Investors pursuant to this Section 2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) or Section 3(b) in accordance with the terms of this Agreement.

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 Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of 1933, as amended (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 Buyer the Service Provider written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer Service Provider shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Advisory Shares or shares of Common Stock issuable upon exercise of the Advisory Warrant (collectively, the “Registrable Securities Securities”) that the Buyer Service Provider requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary for marketing purposes or to facilitate effect an orderly 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 the Buyer such Purchaser has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 hereunder. 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 other than holders registration statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their such other securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities is prohibited under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer shall, unless otherwise agreed written agreement entered into by the Company, offer and sell Company with the holder of such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject other securities prior to the provisions date of this Agreement, on the same terms and conditions as in which case such other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth hereinsecurities shall be excluded, the registration rights of the Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely fileif at all, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of such agreement. Notwithstanding anything in this AgreementAgreement to the contrary, the registration rights contemplated by this Section 7 shall expire automatically at such time as the Registrable Securities become eligible for resale under applicable federal and state securities laws without restriction.

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 file with the Commission SEC a Registration Statement relating to an 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 bona fide, employee benefit plans), the Company shall send to Buyer ---- ---- each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer Investors pursuant to this Section 2(b2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; 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 other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d) is 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 underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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 prior to the expiration of the when there is not an effective Registration Period (as hereinafter defined) Statement covering Registrable Securities, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than (1) 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 on any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), or (2) a Registration Statement filed on behalf of Fusion Capital Fund LLC in connection with the Securities Purchase Agreement between the Company and Fusion Capital Fund LLC dated November 15, 1999, the Company shall send to Buyer each Holder of Registrable Securities written notice of such determination and, if it within fifteen thirty (1530) days after the effective date receipt of such notice, the Buyer any such Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering , shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably determine that the 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 only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with offered by the terms Holders than the fraction of this Agreementsimilar reductions imposed on such other persons or entities (other than the Company).

Piggy-Back Registrations. If at any time prior to when there is not an effective Registration Statement covering Underlying Shares, the expiration of the Registration Period (as hereinafter defined) the Company Corporation shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Corporation shall send to Buyer each Holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after the effective date receipt of such notice, the Buyer any such Holder shall so request in writing, (which request shall specify the Company Registrable Securities intended to be disposed of by the Placement Agent), the Corporation will cause the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that 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 Corporation shall determine for any reason not to register or to delay registration of such securities, the Corporation may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Corporation shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company Corporation shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Corporation after consultation with the managing underwriter(s) 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 only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileCorporation after consultation with the managing underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Corporation after consultation with the managing underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities as well as the Corporation, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with offered by the terms Holders than the fraction of this Agreementsimilar reductions imposed on such other persons or entities (other than the Corporation).

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor, who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date of Company gave such notice, the Buyer Company shall so have received from such Investor a request therefor in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering as to Debentures not yet converted, the Company need not include Registrable Securities subject thereto in such underwritten offering unless and to the extent the Holder thereof commits to convert the same prior to or in connection with the sale pursuant to such Registration Statement and (ii) if such underwritten offering is for the account of the CompanyCompany and/or holders of securities which are entitled by right to inclusion of securities in such Registration Statement, 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 facilitate effect an orderly public distributiondistribution or is likely to materially and adversely affect the price that the Company or holders of such demand registration rights could obtain in such offering, 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 the Buyer such Investor has requested inclusion hereunder (ithat the underwriter(s) as would enable advise is not likely to have either such effect. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided, FURTHERfurther, 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 contractual right to include such securities in the Registration Statement other than to the extent such pro rata allotment is provided for under the Company's currently existing agreements with such holders of the Company's securities entitled (if not provided for, then allotment of shares by the Investors and such other Investors shall be determined by the Company in good faith so as not to inclusion breach such registration rights agreements). For the purpose of their securities the pro rata allotment referred to in the foregoing sentence, the number of shares of Common Stock to be included for each holder of Debentures shall be determined by assuming the conversion thereof at a conversion price based on the average of the closing bid prices of the Common Stock during the five trading day period ending on the second day prior to the filing date of such Registration Statement by reason of demand registration rightsstatement. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) or 2(c) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d2(b) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Buyer shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject earlier of (i) such time as the Company has afforded the opportunity for the Investors 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 exercise registration rights of the Buyer pursuant to under this Section 2(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(b) shall only be available entitled to include in the event an additional Registration Statement filed by the Company fails to timely file, obtain effectiveness the Registrable Securities so excluded or maintain effectiveness (ii) when all of any Registration Statement the Registrable Securities cease to be filed pursuant to Section 2(a) in accordance with the terms of this AgreementRegistrable Securities.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Companyoffering, 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 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything The Section 2(d) shall not be applicable to the contrary set forth herein, Registration Statement the registration rights Company is obligated to file currently with respect to the shares of the Buyer pursuant to this Section 2(b) shall only be available Common Stock issued or issuable in connection with the event Company's private placement of February and March 2000, provided that the Company fails is not in default of its obligations to timely file, obtain effectiveness or maintain effectiveness of any file a Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreementhereof.

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 file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHER-------- 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer Investors pursuant to this Section 2(b2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVER-------- 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, 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 contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d) is 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 underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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 prior to the expiration of the Registration Period (as hereinafter defined) the Company Corporation shall determine to prepare and file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Corporation shall send to Buyer each Investor who is entitled to registration rights under this Section 2(a) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company Corporation shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Corporation the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Shares which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distribution, then the Company Corporation shall be obligated to include in such Registration Statement only such limited portion portion, if any, of the Registrable Securities with respect to which the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; PROVIDEDprovided, HOWEVERhowever, that the Company Corporation shall not exclude any Registrable Securities unless the Company Corporation has first excluded all outstanding securities, securities the holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, 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 contractual right to include such securities in the Registration Statement other than to the extent such pro rata allotment is permitted under the Corporation's currently existing agreements with such holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthe Corporation's securities. No right to registration of Registrable Securities under this Section 2(b2(a) shall be construed to limit any registration required under Section 2(a2(b) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Corporation under this Section 2(d2(a) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Buyer shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire at the same underwriter or underwriters and, subject earlier of (i) the Corporation having afforded the opportunity for the Investors 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 exercise registration rights of the Buyer pursuant to under this Section 2(b2(a) for two registrations; provided, however, that any Investor who shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of have had any Registrable Securities excluded from any Registration Statement to be filed pursuant to in accordance with this Section 2(a) shall be entitled to include in accordance with an additional Registration Statement filed by the terms Corporation the Registrable Securities so excluded or (ii) when all of this Agreementthe Registrable Securities held by any Investor may be sold by such Investor under Rule 144 under the Securities Act ("Rule 144") within any three-month period.

Piggy-Back Registrations. (i) If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities warrants, Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-4 or Form S-8 or their then equivalents S-4 or any successor or similar forms, (B) relating to equity securities to be issued solely Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable (C) in connection with stock option a direct or other employee benefit plansindirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to the Initial Investors, which notice shall set forth such Initial Investors' rights under this Section 2(e) and shall offer the Initial Investors the opportunity to include in such registration statement such number of Registrable Securities as the Initial Investors may request. Upon the written request of an Initial Investors made within ten (10) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Initial Investors), the Company shall send will use its best efforts to Buyer written notice effect the registration under the Securities Laws of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, all Registrable Securities that the Company shall include in such Registration Statement all or any part has been so requested to register by the Initial Investors, to the extent requisite to permit the disposition of the Registrable Securities the Buyer requests so to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVERhowever, that (A) if such registration involves a public offering, the Company shall not exclude any Initial Investors must sell their Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual right to include such securities underwriters selected as provided 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. No right to registration of Registrable Securities under this Section 2(b2(f) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, hereof on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything apply to the contrary set forth hereinCompany and (B) if, the registration rights at any time after giving written notice of the Buyer its intention to register any Registrable Securities pursuant to this Section 2(b2 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 register such Registrable Securities, the Company shall give written notice to the Initial Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(e) shall only be available in terminate on the event date that the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement registration statement to be filed pursuant to in accordance with Section 2(a) in accordance with is declared effective by the terms of this AgreementCommission.

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 file with the Commission SEC a Registration Statement relating to an 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 BONA FIDE employee benefit plans), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer Investors pursuant to this Section 2(b2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement relating to an offering register for its own account or the account of others under the 1933 Securities Act (including pursuant to the Initial Public Offering or a demand for registration of any stockholder of the Company) any of its equity securities (securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or equity securities shares of Common Stock issuable in connection with stock option or other employee benefit plans)plans or any other form for registration of securities under the Securities Act which does not permit registration of securities for sales by selling stockholders, the Company it shall send to Buyer each holder of Registrable Shares who is entitled to registration rights under this Section 8.01 written notice of such determination and, if within fifteen thirty (1530) days after the effective date receipt of such notice, the Buyer such holder shall so request in writing, the Company shall use its best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities the Buyer Shares such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Initial Public Offering the managing underwriter(s) thereof underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the Registration Statement registration statement because, in such underwriter(s)' its judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities Shares with respect to which the Buyer such holder has requested inclusion hereunder hereunder. Any exclusion of Registrable Shares shall be made pro rata among the Purchasers (ior their assigns who are entitled to and have requested registration under this Section 8.01) as would enable seeking to include Registrable Shares, in proportion to the offering number of Registrable Shares sought to be Rule 415 Eligible included by such Purchasers (or (ii) as the underwriter shall permittheir assigns who are entitled to and have requested registration under this Section 8.01); PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities Shares unless the Company has first excluded all outstanding securities, securities the holders of which are not entitled by contract right under this Agreement to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesregistration statement; and PROVIDED, PROVIDED FURTHER, HOWEVERhowever, that, after giving effect to the immediately preceding proviso, that any exclusion of Registrable Securities Shares shall be made pro rata with holders of other securities having the contractual right pari passu with the holders of Registrable Shares 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 rightsstatement. No incidental right to registration of Registrable Securities under this Section 2(b) 8.01 shall be construed to limit any registration required under Section 2(a) hereof8.02. If The obligations of the Company to each Purchaser under this Section 8.01 may be waived by such Purchaser at any time and shall expire on the seventh anniversary following the consummation of an offering in connection with which Initial Public Offering or at any time after the Buyer is Company has effected five registrations for the benefit of such Purchaser under this Section 8.01; PROVIDED, HOWEVER, that if any such Purchaser (or its assigns who are entitled to and have requested registration under this Section 2(d8.01) shall have had any Registrable Shares excluded from any registration statement in accordance with this Section 8.01, such Purchaser or such assign shall be entitled to include in an additional registration statement filed by the Company the Registrable Shares so excluded; PROVIDED FURTHER, however, that if, at the time the Company would otherwise be required to register Registrable Shares under this Section 8.01, any Purchaser (or any such assign) is an underwritten offeringentitled pursuant to Rule 144(k) under the Securities Act (or any successor or replacement provision) to sell all Registrable Shares held by such Purchaser (or such assign) within any period of three months without the giving of any notice and without restriction on the manner of sale thereof, then the Buyer shall, unless otherwise agreed by the Company, offer and sell Company shall not be obligated to include such Purchaser's (or such assign's) 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 Shares in such underwritten offering. Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyer statement pursuant to this Section 2(b) 8.01. The Company shall only be available not grant rights of the kind provided in the event this Section 8.01 to any Person which rights would entitle such Person to include any securities of the Company fails held by such Person in a registration statement unless all Registrable Securities which the Purchasers (and all such assigns) are entitled to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement include and wish to be filed pursuant to Section 2(a) include in accordance with the terms of this Agreementsuch registration statement have been so included.

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 Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Buyer each holder of Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer any such holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities the Buyer such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering Underwritten 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 registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such holder has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such holders; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesregistration statement; and PROVIDEDprovided, FURTHERfurther, 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 contractual 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 rightsstatement. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration otherwise required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreementhereunder.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement undertake any marketing efforts relating to an the public offering of Common Stock for its own account or for the account of others under the 1933 Act of any other holder of its equity securities Common Stock (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 business, an exchange offer, or equity securities issuable in connection with stock option option, employee stock purchase or other employee benefit plans or director plans), the Company shall send to each Buyer written notice of such determination and, if within fifteen ten (1510) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement marketing efforts all or any part of the such Buyer’s Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 Registrable Securities which may be included in the Registration Statement offering because, in such underwriter(s)' ’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement offering only such limited portion of the Registrable Securities with respect to which the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securitiessecurities to be sold for the account of any holder other than the Company of its Common Stock, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the such 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffering (including, without limitation, execution of an agreement with the managing underwriter or placement agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable for such shares of the 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 only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If Except as provided herein if, at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the Commission a registration statement pursuant to an Underwritten Offering (as such term is defined in the Registration Statement Rights Agreement) relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Buyer the Holder written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED, that 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with this section), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 13(b) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer Holder requests to be registered; PROVIDED, except that if, (i) inclusion of such shares would result the Holder shall not have the piggy-back rights described in the offering not being Rule 415 Eligible, or (iithis Section 13(b) in connection with any underwritten public offering for the account Company's registration of the CompanyPreferred Stock pursuant to the Initial Registration Statement (as such term is defined in the Registration Rights Agreement) and PROVIDED, FURTHER that the Company shall not be required to register any of the Registrable Securities pursuant to this Section 13(b) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an Underwritten Offering, if the managing underwriter(s) thereof shall impose a limitation or underwriter(s) should reasonably object to the 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 Registrable Securities than proposed to be sold by the Holder, then (x) the number of shares Registrable Securities of Common Stock which may the Holder included in such registration statement shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such management underwriter or underwriters (based upon the number of Registrable Securities requested to be included in the Registration Statement because, in such underwriter(s)' judgment, marketing registration) or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion (y) none of the Registrable Securities of the Holder shall be included in such registration statement if the Company, after consultation with respect to which the Buyer has requested underwriter(s), recommends the inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permitof none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the Company account of other Persons as well as the Company, such reduction shall not exclude any Registrable Securities unless represent a greater fraction of the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 number of Registrable Securities shall intended to be made pro rata with holders offered by the Holder than the fraction of similar reductions imposed on such other securities having the contractual right to include such securities in the Registration Statement Persons (other than holders of securities entitled to inclusion of their securities Company). Company shall pay all Registration Expenses in such Registration Statement by reason of demand registration rights. No right to connection with the registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this AgreementSecurities.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than a registration statement on Form S-4 or Form S-8 (or their then equivalents at such time) 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), plans or a registration statement on any registration form that does not permit secondary sales) the Company shall promptly send to Buyer each Investor written notice of the Company's intention to file a registration statement and of such determination Investor's rights under this Section 2.b and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer 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 the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, 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 contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthis Section 2.b below. No right to registration of Registrable Securities under this Section 2(b) 2.b shall be construed to limit any registration required under Section 2(a2.a. The obligations of the Company under this Section 2.b may be waived by Investors holding eighty percent (80%) hereofof the Registrable Securities. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) 2.b is an underwritten offering, then the Buyer each Investor whose Registrable Securities are included in such registration statement shall, unless otherwise agreed to 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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Buyer pursuant to this Section 2(b2.b is to be an underwritten public offering and the managing underwriter(s) shall only advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be available included in the event registration statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) shall include in accordance with the terms of this Agreement.such registration:

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Securities and Exchange Commission (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 1933 Act (the "1933 Act") of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents at such time 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 promptly send to Buyer Holder written notice of such determination the Company's intention to file a registration statement and of Holder's rights under this SECTION 10 and, if within fifteen twenty (1520) business days after the effective date receipt of such notice, the Buyer Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities Common Stock held by Holder or to be held by Holder after delivery of Holder's conversion Notice in accordance with the Buyer terms an conditions set forth herein that Holder requests to be registered, except that if, (i) inclusion of such shares would result in the . If an offering not being Rule 415 Eligible, or (ii) in connection with any which Holder is entitled to registration under this SECTION 10 is an underwritten offering, then Holder shall offer and sell such registrable securities in an underwritten offering using the same underwriter or underwriters and on the same terms and conditions as other shares of Common Stock included in such underwritten offering by the Company. If a registration pursuant to this SECTION 10 is to be an underwritten public offering for the account of the Company, and the managing underwriter(s) thereof shall impose advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that 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 registration statement is necessary to facilitate public distributionand not adversely affect the proposed offering, then the Company shall be obligated cause such registration to include in such Registration Statement only such limited portion a minimum of the Registrable Securities with respect to which greater of: (1) fifty percent (50%) of the Buyer has shares requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible registered by Holder or (ii2) as fifty percent (50%) of the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffered by the Company. Notwithstanding anything to the contrary set forth herein, All costs of the registration rights of the Buyer pursuant to this Section 2(b) Holder's shares, including legal fees shall only be available in borne by the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this AgreementCompany.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under Section 2(a) hereof written notice of such determination andand if, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company or others the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock (which limitation may be the exclusion of all shares of Common Stock proposed to be included for all selling stockholders) which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, 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 contractual right to include such securities in the Registration Statement other than holders based on the number of securities entitled they own or have the current right to inclusion of their securities acquire (except that any person that has exercised demand registration rights with respect to that Registration Statement shall have priority with respect to any shares included in such Registration Statement to the extent required by reason of demand registration rightsits agreement with the Company). No right to registration of Registrable Securities under this Section 2(b2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 The obligations of the Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to under Section 2(a) hereof may be waived by Investors holding a majority in accordance with interest of the terms of this AgreementRegistrable Securities.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an 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 at such time) 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 promptly send to Buyer each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(b) and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, 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 contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsSection 2(b) below. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a). The obligations of the Company under this Section 2(b) hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Buyer each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to 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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Buyer pursuant to this Section 2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreementthe date hereof, drawn from them pro rata based on the number each has requested to be included in 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 file with the Commission SEC a Registration Statement relating to an 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), ) the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable 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 Rule 415 Eligible or (ii) as the underwriter shall permitincluded 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(c) shall be construed to limit any registration required under by Section 2(a) hereof. The obligations of the Company under this Section 2(c) may be waived by Investors holding a majority in interest of the Registrable Securities. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d2(c) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to when there is not an effective Registration Statement covering Underlying Shares, the expiration of the Registration Period (as hereinafter defined) the Company Corporation shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Corporation shall send to Buyer each Holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after the effective date receipt of such notice, the Buyer any such Holder shall so request in writing, (which request shall specify the Company Registrable Securities intended to be disposed of by the Purchasers), the Corporation will cause the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that 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 Corporation shall determine for any reason not to register or to delay registration of such securities, the Corporation may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Corporation shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company Corporation shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Corporation after consultation with the managing underwriter(s) 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 only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileCorporation after consultation with the managing underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Corporation after consultation with the managing underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities as well as the Corporation, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with offered by the terms Holders than the fraction of this Agreementsimilar reductions imposed on such other persons or entities (other than the Corporation).

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 Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Buyer each Holder of Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer any such Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities the Buyer such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering Underwritten 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 registration statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such Holder has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Holders; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities the holders Holders of which are not entitled by contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securitiesregistration statement; and PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that, after giving effect effet 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 other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsstatement. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration otherwise required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreementhereunder.

Piggy-Back Registrations. If at any time prior to the expiration of the when there is not an effective Registration Period Statement covering (as hereinafter definedi) Common Shares or (ii) Warrant Shares, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their its 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 Buyer each holder of Registrable Securities written notice of such determination and, if within fifteen (15) 30 days after receipt of such notice, any such holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that 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 noticeregistration, the Buyer Company shall so request in writingdetermine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the Company after consultation with the managing underwriter 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 only be available reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with offered by the terms Holders than the fraction of this Agreementsimilar reductions imposed on such 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 (i) to file with the Commission 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 1933 Act of any other holder of its equity 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 Buyer each Investor written notice of such determination anddetermination, and if within fifteen (15) days after the effective date of such notice, notice the Buyer Investor 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 Investor’s Registrable Securities that the Buyer Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 Registrable Securities which may be included in the Registration Statement such offering because, in such underwriter(s)' ’ reasonable judgment, marketing or other factors dictate such limitation is necessary to 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 the Buyer Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter underwriter(s) shall permit; PROVIDEDprovided, HOWEVERhowever, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in such Registration Statement an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual right to include such securities in the Registration Statement such underwritten offering other than holders of securities entitled to inclusion of their securities in such Registration Statement underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration Registration required under Section 2(a) hereof. If an Investor’s Registrable Securities are included in an underwritten offering in connection with which the Buyer is entitled pursuant to registration under this Section 2(d) is an underwritten offering2(b), then the Buyer such Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an such 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 Buyer Investors pursuant to this Section 2(b) shall only be available in the case of an underwritten offering or in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If Subject to the last sentence of this Section 2.3, if at any time prior to the expiration of the Registration Period (as hereinafter defined) defined in Section 3.1 below), the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than (a) pursuant to that certain Registration Rights Agreement, dated the date hereof, by and among the Company and certain purchasers of Convertible Notes of the Company and (b) offerings 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 Buyer each Investor who is entitled to registration rights under this Section 2.3 written notice of such determination and, if within fifteen (15) calendar days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual right to include such securities in the Registration Statement Statement, other than the holders of securities entitled that are making the demand for registration with respect to inclusion of their securities in such Registration Statement by reason of demand which the piggy-back registration rightsrights are being exercised. No right to registration of Registrable Securities under this Section 2(b) 2.3 shall be construed to limit any registration required under Section 2(a) 2.1 hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) 2.3 is an underwritten offering, then the Buyer 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 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 Buyer Investors pursuant to this Section 2(b) 2.3 shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) 2.1 in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or 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), the Company shall send to each Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities the Buyer it requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the such 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If Except as provided herein if, at any time prior when there is not an effective Registration Statement covering the Registrable Securities during any period when a Registration Statement is required to the expiration of the Registration Period (as hereinafter defined) be so effective, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement pursuant to an Underwritten Offering relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Buyer each Holder of Registrable Securities written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer any such Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Holders), the Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED, that 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 6(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b6(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed that are eligible for sale pursuant to Section 2(aRule 144(k) of the Securities Act. In the case of an Underwritten Offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in accordance with the terms of this Agreement.such registration

Piggy-Back Registrations. (i) If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine proposes to file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of register any of its equity securities Common Stock under the Securities Act (other than a registration (A) on Form S-4 or Form S-8 or their then equivalents S-4 or any successor or similar forms, (B) relating to equity securities to be issued solely Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or 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 Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part similar plan of the Registrable Securities the Buyer requests to be registered, except that ifCompany, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (iiC) 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 direct or other factors dictate such limitation is necessary to facilitate public distribution, then indirect acquisition by the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible Securities Act applies or (iiD) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders on behalf of which selling securityholders who are not entitled by contract pursuant to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion written agreement with the Registrable Securities; and PROVIDEDCompany, FURTHERto exclude from such registration Common Stock held by other securityholders ), HOWEVERwhether or not for sale for its own account, thatit will each such time, after giving effect give prompt written notice at least 5 days prior to the immediately preceding provisoanticipated filing date of the registration statement relating to such registration to the Initial Investor, any exclusion of Registrable Securities which notice shall be made pro rata with holders of other securities having the contractual right to include set forth 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. No right to registration of Registrable Securities Initial Investor's rights under this Section 2(b) and shall offer the Initial Investor the opportunity to include in such registration statement such number of Registrable Securities as the Initial Investor may request. Upon the written request of an Initial Investor made within two (2) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be construed disposed of by such Initial Investor), the Company will use its best efforts to limit any registration required under Section 2(a) hereof. If an offering in connection with which effect the Buyer is entitled to registration under this Section 2(dthe Securities Laws of all Registrable Securities that the Company has been so requested to register by the Initial Investor, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED, however, that (A) is if such registration involves an underwritten public offering, then the Buyer shall, unless otherwise agreed by the Company, offer and Initial Investor must sell such their Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, underwriters selected as provided in Section 2(c) hereof on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything apply to the contrary set forth hereinCompany and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2 and prior to the effective date of the registration statement filed in connection with such registration, the registration rights Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Initial Investor and, thereupon, shall be relieved of the Buyer pursuant its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(b) shall only be available in terminate on the event date that the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement registration statement to be filed pursuant to in accordance with Section 2(a) in accordance with is declared effective by the terms of this AgreementCommission.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter definedi) the Company Aurora shall determine to file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of 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), and (ii) there is not then a Registration Statement in effect with respect to the Company Registrable Securities, then the Aurora shall send to Buyer the Signatory written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer Signatory shall so request in writing, the Company Aurora shall include in such Registration Statement registration statement all or any part of the Registrable Securities the Buyer Signatory requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the CompanyAurora, 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 facilitate public distribution, then the Company Aurora shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Buyer Signatory has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.;

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement relating to an offering register for its own account or the account of others under the 1933 Securities Act (including pursuant to an Initial Public Offering or a demand for registration of any stockholder of the Company any of its equity securities (securities, other than on Form S-4 S-8 or Form S-8 S-4 or their then equivalents relating to equity securities Common Stock to be issued solely in connection with any acquisition of any entity or business or equity securities Common Stock issuable in connection with stock option or other employee benefit plans), the Company it shall send to Buyer each holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering of its Common Stock and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting) and, if within fifteen (15) days after the effective date receipt of such notice, the Buyer such holder shall so request in writing, the Company shall use its best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities the Buyer Shares such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account involving an underwriting of Common Stock to be issued by the Company, the managing underwriter(s) thereof shall underwriter may 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)' its judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distribution, then the Company shall be obligated promptly advise each such holder of Registrable Shares of such advice and may require by written notice that, to include the extent necessary to meet such limitation, all holders of Registrable Shares proposing to sell Common Stock in such Registration Statement only such limited portion public offering (after elimination of the Registrable Securities with respect to which the Buyer has requested inclusion hereunder (i) as would enable the offering all shares to be Rule 415 Eligible included therein held by any officer or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders director of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness case of any Registration Statement to be filed a registration initiated pursuant to Section 2(a) 2.2), shall share PRO RATA in accordance with the terms number of Registrable Shares to be excluded from such offering, such sharing to be based on the respective numbers of Registrable Shares as to which registration has been requested. No incidental right under this Agreement.KANBAY INTERNATIONAL, INC. - 2 - SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or 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), the Company shall send to each Buyer written notice of such determination and, if within fifteen ten (1510) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or 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), the Company shall send to each Buyer written notice of such determination and, if within fifteen five (155) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities that the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the such 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, or fails to obtain effectiveness or maintain effectiveness of of, any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Effectiveness Period (as hereinafter defined) the Company shall determine to file with the Commission a Registration Statement relating to an 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), the Company shall send to Buyer written notice of such determination and, if within fifteen (15) days after the effective delivery date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities which are not then registered for resale pursuant to a current and effective Registration Statement, and which the Buyer requests to be registeredregistered except that, except that if, if (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible Eligible, or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all other outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement and shall terminate and be of no further force and effect once the Company satisfies its obligations under this Agreement.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(c) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; 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 other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d2(c) is 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(c) 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(c) shall be entitled to include in an underwritten offering, then the Buyer shall, unless otherwise agreed additional Registration Statement filed by the Company, offer and sell such Company the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions so excluded. Notwithstanding any other provision of this Agreement, on if 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any 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(c).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement under the Securities Act relating to either (i) an underwritten public offering or (ii) any offering if a Registration Statement covering all Registrable Securities is not then effective, in the case of both (i) and (ii) 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)) and the Company is not prohibited from including such Registrable Securities on such Registration Statement and the Registration Statement has not become effective, the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual 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 rightsrights except to the extent any existing agreements otherwise provide. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If the Registration Statement ------------------------ required by Section 3.1 shall not have been filed or been declared effective, or if it shall no longer be effective or otherwise available for use by the Stapleton Group axx xxx xx the Registrable Securities owned by members of the Stapleton Group rxxxxx xxxold, and in such event if, at any time prior to the expiration of the Registration Period (as hereinafter defined) ), the Company shall determine to file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 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), THEN (a) the Company shall send to Buyer each member of the Stapleton Group wxx xxx x right to have Registrable Securities covered by a Registration Statement pursuant to this Agreement written notice of such determination and, and (b) if within fifteen (15) days after the effective date of such notice, the Buyer such member shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities the Buyer such member requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such member has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the members of the Stapleton Group sxxxxxx xx include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by the Stapleton Group; PROVIDEDxxxxxxxx, 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDEDprovided, FURTHERfurther, 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.with

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or 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), the Company shall send to each Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 facilitate public distribution, then the Company may reduce the amount offered for by other holders to a number deemed satisfactory by such managing underwriter(s) and, pursuant to 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that that, the Company shares to be excluded shall be determined in the following sequence: (A) first, securities held by any Persons not exclude any having registration rights, (B) second, the Registrable Securities unless the Company has first excluded all outstanding securities, sought to be included by the holders of which are not entitled thereof requesting such registration pursuant to this Section 2(b), (C) third, securities held by contract any Persons having contractual, incidental “piggyback” registration rights to inclusion of include such securities in the registration statement pursuant to that certain Registration Rights Agreement dated June 16, 2008 between the Company and the parties designated therein, and (D) fourth, securities held by any Persons having contractual, incidental “piggyback” registration rights to include such Registration Statement or are not entitled securities in the registration statement pursuant to pro rata inclusion with that certain Third Amended and Restated Investor Rights Agreement dated February 3, 2006 between the Registrable SecuritiesCompany and the parties designated therein.; 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 contractual 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. No no right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the such 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, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to the contrary set forth hereinin this Section 2(b), the registration rights of the Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereofrequired. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.the

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 Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 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 -4- 5 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 Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to facilitate 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable hereunder. Any exclusion of Registrable Securities shall be made pro rata among the offering Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be Rule 415 Eligible or (ii) as the underwriter shall permitincluded by such Investors; 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 contract right to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided further, 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 contractual right to include such securities in the Registration Statement other than holders Statement, based on the number of securities entitled for which registration is requested except to inclusion the extent such pro rata exclusion of their 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 Registration Statement by reason other securities shall be excluded, if at all, in accordance with the terms of demand registration rightssuch agreement. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which The obligations of the Buyer is entitled to registration Company under this Section 2(d) is an underwritten offering, then may be waived by Investors holding a majority in interest of the Buyer shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using and shall expire after the same underwriter or underwriters and, subject Company has afforded the opportunity for the Investors 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 exercise registration rights of the Buyer pursuant to under this Section 2(b2(d) for two registrations; provided, however, that any Investor who shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of have had any Registrable Securities excluded from any Registration Statement to be filed pursuant to Section 2(a) in accordance with this Section 2(d) shall be entitled to include in an additional Registration Statement filed by the terms of this Agreement.Company the Registrable Securities

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the number of shares of Common Stock available for sale under the Registration Statement is insufficient to cover all of the Registrable Securities and the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an 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 at such time) 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 promptly send to Buyer each Investor written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(b) and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, 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 contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsthis Section 2(b) below. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a). The obligations of the Company under this Section 2(b) hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Buyer each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to 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. Notwithstanding anything to the contrary set forth herein, the If a registration rights of the Buyer pursuant to this Section 2(b) shall only is to be available an underwritten public offering and the managing underwriter(s) advise the Company in writing, that in their reasonable good faith opinion, marketing or other factors dictate that a limitation on the number of shares of Common Stock which may be included in the event Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company fails shall include in such registration: (1) first, all securities the Company proposes to timely filesell for its own account, obtain effectiveness or maintain effectiveness (2) second, up to the full number of any securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be filed pursuant registered by the Investors and other holders of securities entitled to Section 2(a) participate in accordance with the terms registration, as of this Agreementthe date hereof, drawn from them pro rata based on the number each has requested to be included in such registration.

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 respect to the Registrable Securities, the Company shall determine to file with the Commission 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 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 option, stock purchase or other employee benefit plans), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) in connection with any underwritten public offering for the account of the Company, Company the managing underwriter(sunderwriters) 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 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable SecuritiesStatement; and PROVIDEDprovided, FURTHERfurther, 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 contractual right to include such securities in the Registration Statement other than holders of securities entitled not subject to inclusion of their securities in such Registration Statement by reason of demand registration rightsa similar cut-back provision. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an 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), the Company shall send to Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined), the number of shares of Common Stock available for sale under the Registration Statement is insufficient to cover all of the Registrable Securities (as described in Section 3(b)) and the Company shall determine proposes to file with the Commission SEC a Registration Statement relating to an 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), ) the Company shall promptly send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of the Company's intention to file a Registration Statement and of such determination Investor's rights under this Section 2(d) and, if within fifteen twenty (1520) days after the effective date receipt of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, 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 contractual right to include such securities priorities set forth in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rightsSection 2(e). No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a). The obligations of the Company under this Section 2(d) hereofmay be waived by Investors holding a majority of the Registrable Securities. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

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 file with the Commission SEC a Registration Statement relating to an 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 plansplans and other than pursuant to agreements entered into prior to the date of this Agreement which prohibit the inclusion of the Investors on such Registration Statement), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then the Buyer 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 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 Buyer Investors pursuant to this Section 2(b2(d) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any the Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Buyer each holder of Registrable Securities written notice of such determination and, if within fifteen (15) days after the effective date receipt of such notice, the Buyer any such holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Purchasers), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with SECTION 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this SECTION 7(c) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such holder requests to be registered; provided, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVERhowever, that the Company shall not exclude be required to register any Registrable Securities unless pursuant to this SECTION 7(c) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company has first excluded all outstanding securities, after consultation with the holders of which are not entitled by contract to managing underwriter should reasonably determine that the inclusion of such securities Registrable Securities, would materially adversely affect the offering contemplated in such Registration Statement registration statement, and based on such determination recommends inclusion in such registration statement of fewer or are not entitled 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 pro rata inclusion 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 statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; and PROVIDEDprovided, FURTHERhowever, HOWEVERthat if Securities are being offered for the account of other persons or entities as well as the Company, that, after giving effect to such reduction shall not represent a greater fraction of the immediately preceding proviso, any exclusion number of Registrable Securities shall intended to be made pro rata with holders offered by the Holders than the fraction of similar reductions imposed on such other securities having the contractual right to include such securities in the Registration Statement persons or entities (other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement).

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or 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), then the Company shall send to each Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the a Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the such 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offeringoffering (including, without limitation, execution of an agreement with the managing underwriter or agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable for such shares of the Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the a Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If Subject to Section 2(c) hereof, if at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an 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 BONA FIDE, employee benefit plans), the Company shall send to Buyer each Investor who is entitled to registration rights under this Section 2(b) written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities the Buyer such Investor requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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, marketing or other factors dictate such limitation is necessary to 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 the Buyer such Investor has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) 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, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof, except as specifically set forth in Section 2(a) above. If an offering in connection with which the Buyer an Investor is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the Buyer 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 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 Buyer pursuant to this Section 2(b) shall only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the Commission SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (other than debt securities or securities being registered on Form S-4 F-4, Form F-10 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 Buyer written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement all or any part of the such Buyer’s Registrable Securities the Buyer requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; 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 contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the a Buyer is entitled to registration under this Section 2(d2(b) is an underwritten offering, then the such 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 AgreementAgreement and the underwriting agreement in such offering, on the same terms and conditions as other Common Shares included in such underwritten offering (including, without limitation, execution of an agreement with the managing underwriter or placement agent limiting the sale or distribution such Buyer may make of shares of Common Stock included in or any securities convertible or exchangeable or exercisable for such underwritten offeringshares of the 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 only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreement.

Piggy-Back Registrations. If Except as provided herein if, at any time prior to when there is not an effective Registration Statement covering the expiration of the Registration Period (as hereinafter defined) Registrable Securities, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Buyer each Holder of Registrable Securities written notice of such determination and, if within fifteen ten (1510) days after the effective date receipt of such notice, the Buyer any such Holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Purchasers), the Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such Holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the 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 Registrable Securities then proposed to be sold by the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall only be available reduced pro rata among such Holders (based upon the number of Registrable Securities requested to be included in the event registration) or (y) none of the Registrable Securities of the Holders shall be included in such registration statement if the Company, after consultation with the underwriter(s), recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company). Notwithstanding the foregoing, the Company fails shall not file any registration statement under the Securities Act (other than on Form S-4 or Form S-8) relating to timely filethe offer and sale of any equity securities of the Company, obtain effectiveness or maintain offer or sell any equity securities of the Company in a transaction exempt from registration pursuant to Regulation S under the Securities Act, until such time as the Initial Registration Statement has been effective for a period of sixty (60) Trading Days, which period shall be tolled if the effectiveness of any the Initial Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Agreementis suspended for any reason whatsoever.

Piggy-Back Registrations. If at any time prior to the expiration of the when there is not an effective Registration Period Statement covering (as hereinafter definedi) Put Shares or (ii) Warrant Shares, the Company shall determine to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities (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 Buyer each holder of Registrable Securities written notice of such determination and, if within fifteen thirty (1530) days after the effective date receipt of such notice, the Buyer any such holder shall so request in writing, (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 7(d) for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities the Buyer such holder requests to be registered, except that if, (i) inclusion of such shares would result in the offering not being Rule 415 Eligible, or (ii) 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 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 the Buyer has requested inclusion hereunder (i) as would enable the offering to be Rule 415 Eligible or (ii) as the underwriter shall permit; PROVIDED, HOWEVER, that the Company shall not exclude be required to register any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration 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 contractual 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. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which the Buyer is entitled to registration under this Section 2(d) 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, 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 Buyer pursuant to this Section 2(b7(d) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter 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 Holder, then (x) the number of Registrable Securities of the Holder included in such registration statement shall only be available reduced (based upon the number of Registrable Securities requested to be included in the event registration), if the Company fails to timely fileafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, obtain effectiveness or maintain effectiveness (y) none of any Registration Statement the Registrable Securities of the Holder shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; PROVIDED, HOWEVER, that if Securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be filed pursuant to Section 2(a) in accordance with offered by the terms Holder than the fraction of this Agreementsimilar reductions imposed on such other persons or entities (other than the Company).