Common use of Piggy-Back Clause in Contracts

Piggy-Back. Rights. If, after the Initial Closing (as defined in the Purchase Agreement) of the Purchase Agreement, the Company proposes to register any shares of Common Stock under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a Public Offering by the Company or any registration statement filed by the Company for any other holder of Common Stock holding registration rights with respect to such Common Stock (such other selling stockholders are referred to herein as "Other Stockholders"), the Company shall give written notice of such proposal at least thirty (30) days before the anticipated filing date, which notice shall include the intended method of distribution of such shares of Common Stock to each Holder. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such registration statement, any proposed means of distribution of such shares of Common Stock and the proposed managing underwriter, if any. Subject to Section 2.3, upon the written request of a Holder, given within fifteen (15) days after the transmittal of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by a Holder), the Company will use its best efforts to include in the registration statement with respect to such Public Offering the number of the Registrable Securities referred to in such Holder's request; provided that any participation in such Public Offering by such Holder shall be on substantially the same terms as those applicable to the participation therein by the Company or Other Stockholders; and provided, further, that the number of Registrable Securities to be included in any such Public Offering shall not exceed the Maximum Number. Any such Holder shall have the right to withdraw a request to include Registrable Securities in any Public Offering pursuant to this Section 2.2 by giving written notice to the Company of its election to withdraw such request at least five (5) days prior to the proposed effective date of such registration statement.

Piggy-Back. Rights. If, after the Initial Closing (as defined in the Purchase Agreement) of the Purchase Agreement, If the Company proposes to register any registers shares of Common Stock under the Securities Act on a registration statement on Form S-1, Form S-2 S-1 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a Public Offering by the Company or any registration statement filed by the Company for any other holder firm-commitment, underwritten public offering of Common Stock holding registration (other than issuances pursuant to any employee benefit plan or agreement, an exercise of Warrants or other rights with respect to such acquire Common Stock (such or any merger, amalgamation, recapitalization, exchange offer or other selling stockholders are referred similar transaction and other than pursuant to herein as "Other Stockholders"Section 2.1), the Company shall give prompt written notice of such proposal at least thirty (30) days before the anticipated filing date, which notice shall include the intended method of distribution of such shares of Common Stock offering to each Holder. Such notice shall specify at a minimum the number Specified Shareholder who holds of shares of Common Stock proposed to be registered, the proposed filing date of such registration statement, any proposed means of distribution of such shares of Common Stock and the proposed managing underwriter, if anyrecord Registrable Securities. Subject to Section 2.32.2, upon the written request of a Holderany such Specified Shareholder, given within fifteen (15) 10 days after the transmittal of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by a Holdersuch Specified Shareholder), the Company will use its reasonable best efforts to include in the registration statement with respect to such Registered Public Offering the number any or all of the Registrable Securities referred to then owned by such Specified Shareholder (and so specified in such Holder's request; ) to the extent necessary to permit the sale or other disposition of such Registrable Securities by such Specified Shareholder (each, also a "Seller"), provided that any participation in such Public Offering offering by such Holder each Seller shall be on substantially the same terms as those applicable the Company's participation therein (to the participation therein by extent the Company or Other Stockholders; participates therein), and provided, further, that the number of Registrable Securities to be included in any such Registered Public Offering Offering, together with any other shares of Common Stock that the Company wishes to be included for its own or any other Person's account, shall not exceed the Maximum Number, and shares of Common Stock shall be allocated to give effect to this proviso as provided in Section 2.5. Any such Holder Seller shall have the right to withdraw a request to include Registrable Securities in any Registered Public Offering pursuant to this Section 2.2 2.4 by giving written notice to the Company of its election to withdraw such request request, but only if the Company receives notice of such withdrawal at least five (5) 15 days prior before it proposes to price the offering. The Company may terminate or abandon any proposed effective date of such registration statementRegistered Public Offering that is not effected in response to a Demand Request at any time and for any reason in its sole discretion.

Piggy-Back. Rights. If, after the Initial Closing (as defined in the Purchase Agreement) of the Purchase Agreement, the Company If at any time Holdings proposes to register register, for its own account or for the account of any shares of Common Stock under the Securities Act shareholder, any Shares on a registration statement on Form S-1X-x, Form S-2 X-0 or F-3 (or Form S-3 (X-x, X-0 or an equivalent general registration form then in effectS-3) under the Securities Act for purposes of a Public Offering by the Company or any registration statement filed by the Company for any public offering of such Shares, other holder of Common Stock holding registration rights with respect than pursuant to such Common Stock (such other selling stockholders are referred to herein as "Other Stockholders")a Demand Request, the Company then Holdings shall give prompt written notice of such proposal at least thirty (30) days before the anticipated filing dateproposal, which notice shall include including the intended method of distribution of such shares of Common Stock Shares, to each Holder. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such registration statement, any proposed means of distribution of such shares of Common Stock and the proposed managing underwriter, if any. Rightholder Subject to Section 2.31.3, upon the written request (a “Piggy-Back Request”) of a Holderany Rightholder, given within fifteen (15) calendar days after the transmittal of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by a Holder)notice, the Company Holdings will use its best reasonable efforts to include in the registration statement with respect to such Public Offering the number public offering any or all of the Registrable Securities referred Shares then held by the Rightholder Group of which such Rightholder is a member to in the extent necessary to permit the sale of such Holder's requestRegistrable Shares pursuant to the intended method of distribution; provided that any participation in such Public Offering public offering by such Holder a Rightholder shall be on substantially the same terms as those applicable to the Holdings’ and each other shareholders’ participation therein by the Company or Other Stockholderstherein; and provided, provided further, that the total number of Registrable Securities Shares to be included in any such Public Offering public offering shall not exceed the Maximum Number, and Shares shall be allocated to give effect to this proviso as provided in Section 1.3. Bowenvale may, on behalf of a Rightholder in accordance with Section 1.9, deliver to Holdings a Piggy-Back Request specifying which Rightholder has exercised its right to require Bowenvale to deliver such Piggy-Back Request. Any such Holder Rightholder shall have the right to withdraw a request to include Registrable Securities in any Public Offering pursuant to this Section 2.2 Piggy-Back Request by giving written notice to the Company Holdings of its election to withdraw such request at least five (5) days prior to the proposed effective filing date of such registration statement. Each Piggy-Back Request by a Rightholder shall specify the members of its Rightholder Group whose Registrable Shares are to be included in the registration and the number of such shares for each such member. Holdings shall be entitled to select any underwriter in a registration pursuant to this Section 1.2.