Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If, at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder of the Company for such shareholder’s account, other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form), then the Company shall (x) give written notice of such proposed filing to the Shareholder as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering and (y) offer to the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares as the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares requested to be included in the Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares in accordance with the intended method(s) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customary.

Piggy-Back Rights. If, at any time on or after the date of this AgreementClosing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account(s), other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)Form S-8, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register Register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days business days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary set forth under the terms of such underwriting agreement, and furnish this Section 2.2.1 with respect to the Company such information as Registrable Securities shall terminate on the Company may reasonably request in writing for inclusion in third anniversary of the Registration Statement or such information that is otherwise customaryClosing Date.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder the account of shareholders of the Company for such shareholder’s account(or by the Company and by shareholders of the Company pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee benefit planon Form S-8 or S-4, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, Agreement the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If the Borrower shall at any time on or after the date of this Agreement, the Company proposes to prepare and file a Registration Statement registration statement under the Securities Act of 1933 with respect to an the public offering of common shares any class of equity or debt security of the CompanyBorrower, or securities or other obligations exercisable or exchangeable forthe Borrower shall give thirty (30) days prior written notice thereof to the Holder and shall, or convertible into, common shares upon the written request of the CompanyHolder, by include in the Company for its own account or for any other shareholder registration statement such number of the Company for Holder's Shares as the Holder may request. The Borrower will keep such shareholder’s account, other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to registration statement effective and current under the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form), then the Company shall (x) give written notice of such proposed filing to the Shareholder as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering and (y) offer to the Shareholder in such notice the opportunity to register Securities Act permitting the sale of such number the Holder's Shares included therein for the same period that the registration is maintained effective in respect of Restricted Shares as of other persons (including the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”Borrower). The Company shall cause such Restricted In any underwritten offering the Holder's Shares to be included will be sold at the same time and the same per-share price as the other Shares. In the event the Borrower fails to receive a written inclusion request from the Holder within thirty (30) days after the mailing of its written notice, then the Borrower shall have no obligation to include any of the Holder's Shares in the offering. In connection with any registration statement or subsequent amendment or similar document filed and is subject hereto, the Borrower shall take all reasonable steps to make the Holder's securities covered thereby eligible for public offering and sale under the securities or blue sky laws of such jurisdictions as may be specified by the Holder by the effective date of such registration and statement; provided that in no event shall use commercially reasonable efforts the Borrower be obligated to cause qualify to do business in any jurisdiction where it is not so qualified at the managing Underwriter time of filing such documents, or Underwriters to take any action which would subject it to unlimited service of a proposed underwritten process in any jurisdiction where it is not so subject at such time. The borrower shall keep such blue-sky filings current for the length of time it must keep any registration statement, post-effective amendment, prospectus or offering to permit the Restricted Shares requested to be included in the Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares in accordance with the intended method(s) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customarycircular effective pursuant hereto.

Piggy-Back Rights. If, 18.1 If at any time on or after the date of this Agreementtime, the Company proposes to file a Registration Statement registration statement under the Securities Act of 1933, as amended (“Securities Act”) on Form S-1 or S-3 (or any other appropriate form for the general registration of securities) with respect to an offering any resale of common shares of Common Stock by shareholders of the Company, or other than a registration statement relating either to the sale of securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder to employees of the Company for such shareholder’s accountpursuant to a stock option, other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer stock purchase or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment similar plan or a Securities and Exchange Commission (v“SEC”) filed Rule 145 transaction, a registration on Form S-4 (or successor form), then any form which does not include substantially the Company shall (x) give written notice of such proposed filing to the Shareholder same information as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities would be required to be included in such offeringa registration statement covering the sale of the shares of Common Stock, the intended method(sCompany shall give the Subscriber a written notice at least 20 days before the filing with the Securities and Exchange Commission of such registration statement. If the Subscriber desires to have any of the Shares sold hereunder (“Subscriber’s Shares”) included in such registration statement, the Subscriber shall so advise the Company in writing within 10 days after the date of distributionmailing of such notice from the Company. The Company shall thereupon include in such filing the number of Subscriber’s Shares for which registration is so requested, subject to their right to reduce the number of such shares as hereinafter provided, and shall use its commercial reasonable efforts to effect registration under the name Securities Act of such shares; provided, however, that the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 18.1 prior to the effectiveness of such registration whether or not the Subscriber has elected to include securities in such registration. In the event the offering of the proposed Company’s capital stock or other securities covered by such registration statement is to be underwritten, the Company shall not be required to include any of the Subscriber’s Shares in such offering unless Subscriber accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company, and in such event the offering of the Subscriber’s Shares included in the registration statement shall also be underwritten on the same basis as the shares offered by the Company and the Company shall furnish the Subscriber with a written statement of the managing Underwriter or Underwritersprincipal underwriter as to the maximum number of shares, if any, (the “Maximum Includable Securities”) of each type or class of the Company’s securities that the managing or principal underwriter, in its good faith judgment, deems practicable to offer and sell at that time in a firm commitment underwritten offering without materially and (y) offer adversely affecting the marketability or price of the securities of the Company to be offered. If the Shareholder in such notice the opportunity to register the sale of such total number of Restricted Shares as the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares securities proposed to be included in such registration and shall use commercially reasonable efforts to cause statement is in excess of the managing Underwriter or Underwriters Maximum Includable Securities, the number of a proposed underwritten offering to permit the Restricted Shares requested securities to be included in within the Piggy-Back Registration coverage of such registration statement shall be reduced to the Maximum Includable Securities. It shall be included on a condition precedent to the same terms and conditions as any similar securities obligations of the Company and to permit take any action pursuant to this Section with respect to the sale or other disposition of such Restricted Subscriber’s Shares in accordance with that the intended method(s) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder Subscriber shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information regarding itself, the Subscriber’s Shares held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the Company may reasonably request in writing for inclusion in registration of the Registration Statement or such information that is otherwise customarySubscriber’s Shares. This obligation shall terminate when the Subscriber’s Shares could be sold without restriction under Rule 144(k) promulgated by the SEC under the Securities Act of 1933.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, Original Issue Date the Company proposes to file a any Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”) (a “Registration Statement”) with respect to an any offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (viii) filed on Form S-4 (in connection with a merger or successor form)acquisition, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter underwriter or Underwriters, the Shareholder underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, at any time on or after the date of this Agreement, If the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of common shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account (including, the account of Existing Rightholders) or for the account of an Initiating Holder pursuant to Section 3 of any other shareholder class of the Company for such shareholder’s account, security (other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed registration statement on Form S-4 (or S-8 or any successor formthereto), then the Company shall (x) give written notice of such proposed filing to each of the Shareholder as soon as practicable but in no event less Designated Holders of Registrable Securities (other than ten any Initiating Holders) at least thirty (1030) Business Days days before the anticipated filing date, which and such notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of detail the proposed managing Underwriter or Underwriters, if any, of the offering registration and distribution and offer such Designated Holders (yother than any Initiating Holders) offer to the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder each such holder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”)request. The Company shall cause such Restricted Shares to be included in such registration shall, and shall use commercially reasonable its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten under written offering (the "Company Underwriter") to, permit the Designated Holders of Registrable Securities who have requested in writing to participate in the registration for such offering to permit the Restricted Shares requested to be included include such Registrable Securities in the Piggy-Back Registration to be included such offering on the same terms and conditions as any similar the securities of the Company and to permit the sale or other disposition of such Restricted Shares in accordance included therein. In connection with the intended method(sany offering under this Section 4(a) of distribution thereof. If the Piggy-Back Registration involves involving an Underwriter or Underwritersunderwriting, the Shareholder Company shall enter into an not be required to include any Registrable Securities in such underwriting agreement in customary form with unless the Underwriter or Underwriters selected for such Piggy-Back Registration by Designated Holders accept the terms of the underwriting as agreed upon between the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreementunderwriters selected by it, and furnish to the Company then only in such information quantity as the Company may reasonably request in writing for inclusion will not, in the Registration Statement or such information that is otherwise customaryopinion of the underwriters, jeopardize the success of the offering by the Company.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder stockholders of the Company for such shareholder’s accounttheir account (or by the Company and by stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder Cxxxx and Chardan as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder Cxxxx and Chardan in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder Cxxxx and/or Chardan may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Piggyback Registration”). The Company shall shall, in good faith, cause such Restricted Shares Registrable Securities to be included in such registration Registration and shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed underwritten offering Underwritten Offering to permit the Restricted Shares Registrable Securities requested to be included in the Piggy-Back a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the Cxxxx and/or Chardan proposes to distribute Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriter(s) it shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryPiggyback Registration.

Piggy-Back Rights. If, at any time on or after the date of this Agreement, (a) If the Company proposes to file a Registration Statement registers Common Stock under the Securities Act with respect to on a registration statement on Form F-1 or Form F-3 (or an equivalent general registration form then in effect) for purposes of a firm-commitment, underwritten public offering of common shares of Common Stock for the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own ’s account or for any other shareholder the account of the Company for such shareholder’s account, a third party (other than a Registration Statement (i) filed in connection with issuances pursuant to any employee benefit planplan or agreement or any merger, (ii) for an amalgamation, recapitalization, exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor formother similar transaction), then the Company shall (x) give prompt written notice of such proposed filing offering to each Holder. Upon the Shareholder as soon as practicable but in no event less than ten written request of any Holder of Common Stock issued or issuable upon the exercise of Convertible Notes given within 10 days after the transmittal of any such written notice (10) Business Days before which request shall specify the anticipated filing date, which notice shall describe the amount and type number of securities shares of Common Stock intended to be included in disposed of by such offeringHolder), the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering and (y) offer to the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares as the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares to be included in such registration and shall will use commercially reasonable efforts to cause include in such registered public offering (i) any or all of the managing Underwriter or Underwriters shares of a proposed underwritten offering to permit Common Stock issued upon conversion of the Restricted Shares requested to Convertible Notes that is then held (and so specified in such request) by such Holder and (ii) the Common Stock issuable upon conversion of the Convertible Notes (which conversion may be included in the Piggy-Back Registration to be included made contingent on the same terms and conditions as any similar securities completion of the Company offering) held (and so specified in such request) by such Holder, to the extent necessary to permit the sale or other disposition of such Restricted Shares Common Stock by such Holder (each Holder, also a “Seller”); provided that any participation in accordance with such offering by each Seller shall be on substantially the intended method(ssame terms as the participation of the shareholders of the Company (other than the Holders) participating in such offering or, if there are no other shareholders participating in such offering, on substantially the same terms as the Company’s participation therein, subject to Section 9(b). Any Seller shall have the right to withdraw a request to include Common Stock in any registered public offering pursuant to this Section 9(a) by giving written notice to the Company of its election to withdraw such request, but only if the Company receives notice of such withdrawal at least three days before it proposes to price the offering. The Company may terminate or abandon any proposed registered public offering other than an offering undertaken pursuant to Section 8 hereof, at any time and for any reason in its sole discretion. (b) If the Managing Underwriter(s) of distribution thereof. If a registered public offering effected pursuant to Section 9(a) shall advise the Piggy-Back Registration involves an Underwriter or Underwriters, Company and the Shareholder shall enter into an underwriting agreement Seller in customary form with writing that the Underwriter or Underwriters selected for number of shares of Common Stock sought to be included in such Piggy-Back Registration offering (including those sought to be offered by the Company or by any other Person) exceeds the number which such Managing Underwriter(s) of such registered public offering consider, in good faith (after consultation with the Company and complete and execute any questionnairesall Sellers), powers of attorney, indemnities, lock-up agreements, securities escrow agreements based on market conditions and other documents reasonably required relevant factors, to be the maximum number that may be sold at a price acceptable to all Sellers (the “Maximum Number”), the Company shall allocate the shares of Common Stock to be included in such offering pursuant to the following procedures: (i) first, shares of Common Stock sought to be sold by the Company if the registration process was initialized by the Company; (ii) second, if the number of shares of Common Stock to be included in the offering under clause (i) above is less than the Maximum Number, shares of Common Stock sought to be included by Sellers pursuant to proper written requests shall be allocated pro rata among the Sellers in proportion to the respective numbers of shares of Common Stock held by or which issuable to such Sellers on a Fully Diluted Basis (but not to exceed, with respect to any such Seller, the number of shares of Common Stock included by such Seller in such Seller’s written request), with the unused portion of any allocation made pursuant to this clause (ii) being reallocated among the Sellers whose allocations are otherwise customary under smaller than the terms amounts of shares of Common Stock they have included in such underwriting agreementrequests pro rata in proportion to such Sellers’ respective numbers of shares of Common Stock held or issuable, on a Fully Diluted Basis, and furnish repeating the procedure set forth in this clause (ii) until the Maximum Number is reached or if earlier, all shares of Common Stock sought to be included in such offering by the Sellers are allocated; (iii) third, if the number of shares of Common Stock to be included in the offering pursuant to clauses (i) and (ii) above is less than the Maximum Number, any additional shares of Common Stock sought to be included by any shareholder of the Company (other than the Holders), up to the Company such information as Maximum Number; and (iv) fourth, if the number of shares of Common Stock to be included in the offering pursuant to clauses (i), (ii) and (iii) above is less than the Maximum Number, any additional shares of Common Stock sought to be sold by the Company may reasonably request in writing for inclusion in if the Registration Statement or such information that is otherwise customaryregistration process was not initialized by the Company.

Piggy-Back Rights. If, at any time on or after the date of this Agreementthe Closing, the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to an any offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersa dividend reinvestment plan, (iii) for an offering of debt securities convertible into equity securities of the Companyin connection with a merger or acquisition, or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)the Uplist Offering, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five three (53) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration registration, subject in the case of an underwritten offering to customary underwriter cutback provisions, and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder shall enter into an underwriting agreement in customary form thereof (with the Underwriter or Underwriters selected for such Piggy-Back Registration by understanding that the Company and complete and execute any questionnaires, powers shall file the initial prospectus covering the Buyer’s sale of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to Registrable Securities at prevailing market prices on the Company such information as the Company may reasonably request in writing for inclusion in same date that the Registration Statement or such information that is otherwise customarydeclared effective by the SEC).

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, Agreement the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable its reasonably best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer in connection with a merger, acquisition or offering of securities solely to the Company’s existing shareholderssimilar transaction, (iii) for an offering of debt securities convertible into equity securities of the Companyfiled pursuant to a Demand Registration, or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five fifteen (515) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriter(s) shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, at At any time on or after the date of this AgreementIPO Effectiveness Date, if the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of common shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder the account of the Company for such shareholder’s account, Initiating Holders pursuant to Section 3 of any class of security (other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed registration statement on Form S-4 (or S-8 or any successor formthereto), then the Company shall (x) give written notice of such proposed filing to each of the Shareholder as soon as practicable but in no event less Designated Holders of Registrable Securities (other than ten any Initiating Holders) at least thirty (1030) Business Days days before the anticipated filing date, which and such notice shall describe the amount proposed registration and type of securities to be included in distribution and offer such offering, the intended method(sDesignated Holders (other than any Initiating Holders) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering and (y) offer to the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder each such holder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”)request. The Company shall cause such Restricted Shares to be included in such registration and/or Initiating Holders shall, and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to (the "Company Underwriter") to, permit the Restricted Shares Designated Holders of Registrable Securities who have requested in writing to be included participate in the Piggy-Back Registration registration for such offering to be included include such Registrable Securities in such offering on the same terms and conditions as any similar the securities of the Company and to permit the sale or other disposition of such Restricted Shares in accordance included therein. In connection with the intended method(sany offering under this Section 4(a) of distribution thereof. If the Piggy-Back Registration involves involving an Underwriter or Underwritersunderwriting, the Shareholder Company and/or Initiating Holders shall enter into an not be 11 8 required to include any Registrable Securities in such underwriting agreement unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the Company Underwriter, and then only in customary form with such quantity as will not, in the Underwriter or Underwriters selected for such Piggy-Back Registration opinion of the Company Underwriter, jeopardize the success of the offering by the Company and complete and execute any questionnairesand/or Initiating Holders. If in the written opinion of the Company Underwriter the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect such public offering, powers then the Company shall be required to include in the underwriting, to the extent of attorneythe amount that the Company Underwriter believes may be sold without causing such adverse effect, indemnitiesfirst, lock-up agreementsall of the securities to be offered for the account of the Company, securities escrow agreements and other documents reasonably required or which are otherwise customary under if the terms Company initiated such registration; second, the Registrable Securities to be offered for the account of the Designated Holders as a group, pro rata based on the number of Registrable Securities proposed to be offered for the account of such underwriting agreementDesignated Holders; and third, and furnish any other securities requested to the Company be included in such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryunderwriting.

Piggy-Back Rights. If, If at any time during the seven year period commencing on or after the date of this Agreement, Effective Date the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 5.1), other than a Registration Statement registration statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter underwriter or Underwriters, the Shareholder underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Closing the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) which is not an underwritten offering, with respect to an any offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (viii) filed on Form S-4 (in connection with a merger or successor form)acquisition, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five three (53) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder shall enter into an underwriting agreement in customary form thereof (with the Underwriter or Underwriters selected for such Piggy-Back Registration by understanding that the Company and complete and execute any questionnaires, powers shall file the initial prospectus covering the Buyer’s sale of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to Registrable Securities at prevailing market prices on the Company such information as the Company may reasonably request in writing for inclusion in same date that the Registration Statement or such information that is otherwise customarydeclared effective by the SEC).

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder securityholders of the Company for such shareholder’s accounttheir accounts (or by the Company and by securityholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholderssecurityholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an any offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder security holders of the Company for such shareholder’s accounttheir account (or by the Company and by security holders of the Company including, without limitation, pursuant to Sections 2.1 or 2.3), other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form Forms S-4 (or S-8, or successor form)forms, and other than an amendment to, or replacement registration statement covering the securities registered on, the Registration Statement on Form S-3 filed by the Company on July 8, 2011, and as thereafter amended, registering shares for issuance in acquisitions or pursuant to equity incentive plans, then the Company shall (x) give written notice of such proposed filing to the Shareholder Holder as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder Holder in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder Holder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit offer the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as the Common Stock or any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the Holder proposes to distribute its securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Holder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Insider Shares as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Insider Shares in such notice the opportunity to register the sale of such number of Restricted Insider Shares as the Shareholder such holders may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Insider Shares requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Insider Shares in accordance with the intended method(s) of distribution thereof. If the All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customary.Registration. ​

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Company Borrower proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company Borrower for its own account or for any other shareholder stockholders of the Company Borrower for such shareholder’s accounttheir account (or by Borrower and for stockholders of Borrower), other than a Registration Statement on Form S-4 or S-8 or otherwise (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the CompanyBorrower’s existing shareholdersstockholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Borrower or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company Borrower shall (x) give written notice of such proposed filing to the Shareholder Lenders as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder in such notice Lenders the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder Lenders may request in writing within five ten (510) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company Borrower shall cause such Restricted Shares Registrable Securities to be included in such registration Registration Statement and shall use commercially its reasonable best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company Borrower and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter underwriter or Underwriters, the Shareholder underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, Issuance Date the Company proposes to file a any Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”) (a “Registration Statement”) with respect to an any offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (viii) filed on Form S-4 (in connection with a merger or successor form)acquisition, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter underwriter or Underwriters, the Shareholder underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after thirty (30) days from the date of this Agreement, the Closing the Company proposes to file a an S-1 or S-3 Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to an any offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit planplan on Form S-8, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (viii) filed on Form S-4 (in connection with a merger or successor form)acquisition, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five three (53) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If thereof (with the Piggy-Back understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration involves an Underwriter or UnderwritersStatement is declared effective by the SEC); provided, however, that, in the good faith judgment of the managing underwriter of such offering, if the inclusion of the Registrable Securities would interfere with the successful marketing of the shares of stock being offered by the Company, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are Registrable Securities otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion be included in the Registration Statement or such information that is otherwise customaryshall be reduced in the managing underwriters’ sole discretion.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s 's existing shareholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the Piggy-Back a PiggyBack Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Closing the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to an any offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee benefit planthe Uplisting, (ii) for an exchange offer filed in connection with any employee stock option or offering of securities solely to the Company’s existing shareholdersother benefit plan on Form S-8, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (viv) filed on Form S-4 (in connection with a merger or successor form)acquisition, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five three (53) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter underwriter or Underwriters, the Shareholder underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder stockholders of the Company for such shareholder’s accounttheir account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1 or 2.3), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form)plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five ten (510) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, at any time on or after the date of this Agreement, If the Company proposes shall determine to file proceed with the actual preparation and filing of a Registration Statement registration statement under the Securities Act in connection with respect to an offering the proposed offer and sale of common shares any of the Company, its securities by it or securities or other obligations exercisable or exchangeable for, or convertible into, common shares any of the Company, by the Company for its own account or for any other shareholder of the Company for such shareholder’s account, security holders (other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed registration statement on Form S-4 (X-0, X-0 or successor other limited purpose form), then the Company shall (x) will give written notice of such proposed filing its determination to the Shareholder. Upon the written request from Shareholder as soon as practicable but in no event less than within ten (10) Business Days before days after receipt of any such notice from the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offeringCompany, the intended method(s) of distributionCompany will, and except as herein provided, cause all the name of the proposed managing Underwriter or Underwriters, if any, of the offering and (y) offer to the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares as the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares to be included in such registration and statement. Nothing herein shall use commercially reasonable efforts prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to cause this Section 12.1 shall be underwritten in whole or in part, the managing Underwriter or Underwriters of a proposed underwritten offering to permit Company may require that the Restricted Shares requested for inclusion pursuant to this Section 12.1 be included in the Piggy-Back Registration to be included underwriting on the same terms and conditions as any similar the securities otherwise being sold through the underwriters. In such event, the Shareholder shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Shares originally covered by a request for registration (the "Requested Stock") would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the holders thereof requesting such registration or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 120 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the Company and under this Section 4.1 shall not apply to permit the sale or other disposition of Shares that at such Restricted Shares in accordance with the intended method(stime are eligible for immediate resale pursuant to Rule 144(k) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customarySecurities Act.

Piggy-Back Rights. If, If at any time on or after the effective date of this Agreement, the Subscription Agreement the Company proposes to file a any Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”) (a “Registration Statement”) with respect to an any offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (viii) filed on Form S-4 (in connection with a merger or successor form)acquisition, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter underwriter or Underwriters, the Shareholder underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If(a) Except as set forth in Section 5.3(b), no sooner than twelve months from the date hereof, the Company may conduct a Public Sale when requested by either TeleHub or Newbridge. Discussions regarding a Public Sale may begin if the requesting party provides a commitment from an investment banker with a national capability to underwrite the proposed Public Sale; provided, however, the Company may conduct a Public Sale at any time after the date hereof if TeleHub and Newbridge mutually agree that the Company may do so. (b) If the Company at any time proposes to register any of the Common Stock under the Securities Act by registration on Forms S-1, S-2 or S-3 or any successor or similar form(s), whether or not xxx xxxx or for its own account, it will each time give prompt written notice to the Stockholders of its intention to do so. Upon the written request of any Stockholder made as promptly as practicable and in any event within 15 days after the receipt of any such notice (which request shall specify the Common Stock intended to be disposed of by such Stockholder), the Company will use commercially reasonable efforts to effect the registration under the Securities Act of all Common Stock which the Company has been so requested to register by any Stockholder; provided, however, that if, at any time on or after giving written notice of its intention to register any Common Stock and prior to the effective date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder of the Company for such shareholder’s account, other than a Registration Statement (i) registration statement filed in connection with any employee benefit plansuch registration, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form), then the Company shall (x) determine for any reason not to register or to delay registration of such Common Stock, the Company may, at its election, give written notice of such proposed filing determination to the Shareholder Stockholders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Common Stock in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock for the same period as soon as practicable but the delay in no event less than ten registering such other Common Stock. (10c) Business Days before If the anticipated filing date, which notice managing underwriter of any underwritten offering shall describe inform the amount and type Company of securities to be included in such offering, its belief that the intended method(s) of distribution, and the name Common Stock plus other Common Stock of the proposed managing Underwriter or Underwriters, if any, of the offering and (y) offer to the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares as the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares requested to be included in such registration and shall use commercially reasonable efforts would materially adversely affect such offering, then the Company will include in such registration, to cause the extent of the Common Stock which the Company is so advised by the managing Underwriter underwriter can be sold in (or Underwriters of a during the time of) such offering, first, all Common Stock proposed underwritten offering by the Company to permit the Restricted Shares be sold for its own account, second, such Common Stock requested to be included in such registration by the Piggy-Back Registration Stockholders and other shareholders, such Common Stock to be included on in such registration pro rata among the same terms Stockholders and conditions other shareholders with similar registration rights according to the total number of shares of Common Stock requested to be included in such registration by the Stockholders or other shareholders, as any similar securities the case may be, and third, all other Common Stock requested to be included in such registration. (d) In the event that the Board of Directors of the Company and the Stockholders Approve a Public Sale pursuant to permit an effective registration statement under the sale Securities Act, the Stockholders will take all necessary or other disposition of such Restricted Shares desirable actions in accordance connection with the intended method(s) consummation of distribution thereofthe Public Sale. If In the Piggy-Back Registration involves event that such Public Sale is an Underwriter or Underwritersunderwritten offering and the managing underwriters advise the Company in writing that in their opinion the common stock structure will adversely affect the marketability of the offering, each Stockholder will consent to and vote for a recapitalization, reorganization and/or exchange of the Common Stock into securities that the managing underwriters, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by Board of Directors of the Company and complete Stockholders Approve and execute any questionnaireswill take all necessary or desirable actions in connection with the consummation of the recapitalization, powers of attorneyreorganization and/or exchange; provided, indemnitieshowever, lock-up agreements, that the resulting securities escrow agreements reflect and other documents reasonably required or which are otherwise customary under consistent with the terms of such underwriting agreement, economic values reflected by the rights and furnish to the Company such information as the Company may reasonably request in writing for inclusion preferences set forth in the Registration Statement or Company's Certificate of Incorporation, as amended, as in effect immediately prior to such information that is otherwise customaryPublic Sale.

Piggy-Back Rights. If, If at any time on or during ----------------- the period from the date hereof through the date which is two (2) years after the date termination of this Agreementthe Employment Term, the Company proposes to file a Registration Statement register any of its equity securities under the Securities 1933 Act with respect to an offering of common shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder of the Company for such shareholder’s account, (other than a Registration Statement (i) filed in connection with any employee benefit plana merger, (ii) for an acquisition or exchange offer or offering of securities solely to the Company’s existing shareholdersoffer, (iii) for and other than an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (S-8 or any successor form), then the Company shall at least thirty (x30) days prior to the filing of such registration statement with the Securities and Exchange Commission (the "Commission") give written notice of such proposed filing its intention to do so to Optionee. The registration rights granted under this Section 13.1 shall not apply in the Shareholder as soon as practicable but in no event less than that the Employment Term is terminated pursuant to Section 5.3 of the 1990 Employment Agreement. If the Optionee notifies the Company within ten (10) Business Days before days after the anticipated filing dategiving of such notice by the Company that the Optionee elects to include any Option Shares (the Option Shares so specified, together with any shares covered by a Request under Section 13.2 hereof, hereinafter sometimes referred to as the "Registrable Securities") in such proposed registration statement (which notice shall describe state the amount and type number of securities shares to be included and the proposed plan of disposition thereof), the Company shall include the Registrable Securities in any such registration statement; provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the intended method(s) inclusion of distribution, and the name all or a portion of the proposed managing Underwriter or UnderwritersRegistrable Securities, if anywhen added to the other securities being registered, will exceed the maximum amount of the offering Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and (y) offer to adversely affecting the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares as the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares requested to be included in the Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares in accordance with the intended method(s) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwritersentire offering, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as then the Company may reasonably request exclude from such offering all or a portion of the Registrable Securities. Notwithstanding anything herein contained to the contrary, the Company shall at all times have the absolute right to elect not to file any proposed registration statement referred to in writing for inclusion in this Section 13.1, or to withdraw the Registration Statement or such information that is otherwise customarysame after the filing but prior to the effective date thereof.