Common use of Piggy-Back Clause in Contracts

Piggy-Back. REGISTRATIONS. If at any time the Company shall determine to register for its own account or the account of others, under the Securities Act of 1933, as amended (the "SECURITIES ACT") any of its equity securities, it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within fifteen (15) days after receipt of such notice, such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Registrable Shares such holder requests to be registered. Nothing herein shall be construed so as to require the Company, in connection with any proposed offering, to engage the services of an underwriter under this Section 1.1 as, for example, if the Company shall file a registration statement under Rule 145 of the Securities Act without the services or engagement of any underwriter. "REGISTRABLE SHARES" shall consist of any and all shares of common stock, $0.01 par value per share (the "COMMON STOCK") held by the Holders issued or issuable upon conversion of the Series C Preferred, Series D Preferred or Series E Preferred; provided, however, that with respect to this Section 1.1, Sections 1.4 through 1.14 and Sections 3 through 11, "Registrable Shares" shall also consist of (i) the Common Stock held by GATX, GE, SVB and Orix issued or issuable upon conversion of their Preferred Stock, which is in turn issuable upon exercise of certain warrants to purchase Preferred Stock (the "PREFERRED WARRANTS"); and (ii) the Common Stock held by Pentech issuable upon exercise of that certain warrant to purchase Common Stock held by Pentech (the "PENTECH WARRANT"). If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company may reduce the number of Registrable Shares to be included in such an underwriting (pro rata among the requesting stockholders based upon the number of Registrable Shares owned by such stockholders), provided, however that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. No incidental right under this Section 1.1 shall be construed to limit any registration required under Section 1.2. The obligations of the Company under this Section 1.1 may be waived at any time upon the written consent of holders of a majority of the outstanding Registrable Shares.

Piggy-Back. REGISTRATIONS. If at any time the Company shall determine to register for its own account or the account of others, others under the Securities Act (including pursuant to the Qualified Public Offering, the Initial Public Offering or a demand for registration of 1933, as amended (any stockholder of the "SECURITIES ACT"Company other than the Purchasers) any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents or otherwise relating to shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to each holder of Registrable Shares (as defined below)Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within fifteen ten (1510) business days after receipt of such notice, such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered. Nothing herein shall be construed so as to require the Company, in connection with any proposed offering, to engage the services of an underwriter under this Section 1.1 as, for example, if the Company shall file a registration statement under Rule 145 of the Securities Act without the services or engagement of any underwriter. "REGISTRABLE SHARES" shall consist of any and all shares of common stock, $0.01 par value per share (the "COMMON STOCK") held by the Holders issued or issuable upon conversion of the Series C Preferred, Series D Preferred or Series E Preferred; provided, however, that with respect to this Section 1.1, Sections 1.4 through 1.14 and Sections 3 through 11, "Registrable Shares" shall also consist of (i) the Common Stock held by GATX, GE, SVB and Orix issued or issuable upon conversion of their Preferred Stock, which is in turn issuable upon exercise of certain warrants to purchase Preferred Stock (the "PREFERRED WARRANTS"); and (ii) the Common Stock held by Pentech issuable upon exercise of that certain warrant to purchase Common Stock held by Pentech (the "PENTECH WARRANT"). If, in connection with any offering involving an underwriting of Common Stock to be issued by the Companyunderwriting, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion (which may reduce be none) of the number Registrable Shares with respect to which such holder has requested inclusion pursuant hereto as may reasonably be determined by the managing underwriters; provided, however, as between the Company, other stockholders holding contractual registration rights, and the holders of Registrable Shares, in no event shall the Registrable Shares to be included in such an underwriting (pro rata among the requesting stockholders based upon the number of Registrable Shares owned by such stockholders), provided, however that in no event may offering be limited to less than twenty twenty-five percent (2025%) of the total number aggregate shares offered. Any inclusion of shares of Common Stock to be included Registrable Shares in such underwriting be made available for Registrable Shares. No incidental right under this Section 1.1 shall be construed to limit any registration required under Section 1.2. The obligations of the Company under this Section 1.1 may be waived at any time upon the written consent of holders of a majority of the outstanding Registrable Shares.the

Piggy-Back. REGISTRATIONS. If at any time the Company shall determine to register for its own account or the account of others, others under the Securities Act (including pursuant to the Qualified Public Offering, the Initial Public Offering or a demand for registration of 1933, as amended (any stockholder of the "SECURITIES ACT"Company other than the Purchasers) any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents or otherwise relating to shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to each holder of Registrable Shares (as defined below)Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within fifteen ten (1510) business days after receipt of such notice, such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Shares such holder requests to be registered. Nothing herein shall be construed so as to require the Company, in connection with any proposed offering, to engage the services of an underwriter under this Section 1.1 as, for example, if the Company shall file a registration statement under Rule 145 of the Securities Act without the services or engagement of any underwriter. "REGISTRABLE SHARES" shall consist of any and all shares of common stock, $0.01 par value per share (the "COMMON STOCK") held by the Holders issued or issuable upon conversion of the Series C Preferred, Series D Preferred or Series E Preferred; provided, however, that with respect to this Section 1.1, Sections 1.4 through 1.14 and Sections 3 through 11, "Registrable Shares" shall also consist of (i) the Common Stock held by GATX, GE, SVB and Orix issued or issuable upon conversion of their Preferred Stock, which is in turn issuable upon exercise of certain warrants to purchase Preferred Stock (the "PREFERRED WARRANTS"); and (ii) the Common Stock held by Pentech issuable upon exercise of that certain warrant to purchase Common Stock held by Pentech (the "PENTECH WARRANT"). If, in connection with any offering involving an underwriting of Common Stock to be issued by the Companyunderwriting, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion (which may reduce be none) of the Registrable Shares with respect to which such holder has requested inclusion pursuant hereto as may reasonably be determined by the managing underwriters; provided, however, as between the Company, other stockholders holding contractual registration rights, and the holders of Registrable Shares, in no event shall the Registrable Shares included in such offering be limited to less than twenty-five percent (25%) of the aggregate shares offered. Any inclusion of Registrable Shares in the offering, when the managing underwriter has so limited the number of Registrable Shares to that may be included in such an underwriting (pro rata among the requesting stockholders based upon the number of Registrable Shares owned by such stockholders), provided, however that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. No incidental right under this Section 1.1 shall be construed to limit any registration required under Section 1.2. The obligations of the Company under this Section 1.1 may be waived at any time upon the written consent of holders of a majority of the outstanding Registrable Shares.in

Piggy-Back. REGISTRATIONSRIGHTS. If at any time the Company shall determine proposes to register register, for its own account or for the account of othersany shareholder, any Common Shares on a registration statement on Form X-0, X-0 or S-3 (or Form F-1, F-2 or F-3) under the Securities Act for purposes of 1933a public offering of such Common Shares, as amended (other than pursuant to a Demand Request, each Rightholder shall have the "SECURITIES ACT") any of its equity securities, it shall send right on one occasion to each holder of include Registrable Shares (as defined below)held by it or, including each holder who has in the right to acquire case of AIG, any Registrable Shares, Option Shares in such registration. The Company shall give prompt written notice of any such determination andproposal, if including the intended method of distribution of such Common Shares, to each Rightholder that has not previously exercised its rights under this Section 1.2. Subject to Section 1.3, upon the written request (a "Piggy-Back Request") of any such Rightholder, given within fifteen (15) calendar days after receipt the transmittal of any such written notice, such holder shall so request in writing, the Company shall will use its reasonable efforts to include in such registration statement public offering any or all or any part of the Registrable Shares such holder requests to be registered. Nothing herein shall be construed so as to require the Company, in connection with any proposed offering, to engage the services of an underwriter under this Section 1.1 as, for example, if the Company shall file a registration statement under Rule 145 of the Securities Act without the services or engagement of any underwriter. "REGISTRABLE SHARES" shall consist of any and all shares of common stock, $0.01 par value per share (the "COMMON STOCK") Registrable Option Shares then held by the Holders issued or issuable upon conversion Rightholder Group of which such Rightholder is a member to the extent necessary to permit the sale of such Registrable Shares pursuant to the intended method of distribution; provided that any participation in such public offering by a Rightholder shall be on substantially the same terms as the Company's and each other shareholder's participation therein; and provided further, that the total number of Common Shares to be included in any such public offering shall not exceed the Maximum Number, and Common Shares shall be allocated to give effect to this proviso as provided in Section 1.3. To the extent the number of Registrable Shares of a Rightholder to be included in a public offering shall be reduced as set forth in the second proviso of the Series C Preferredprior sentence, Series D Preferred or Series E Preferred; provided, however, that such Rightholder shall retain a piggy-back right with respect to this Section 1.1, Sections 1.4 through 1.14 and Sections 3 through 11, "Registrable Shares" shall also consist of (i) the Common Stock held by GATX, GE, SVB and Orix issued or issuable upon conversion of their Preferred Stock, which is in turn issuable upon exercise of certain warrants to purchase Preferred Stock (the "PREFERRED WARRANTS"); and (ii) the Common Stock held by Pentech issuable upon exercise of that certain warrant to purchase Common Stock held by Pentech (the "PENTECH WARRANT"). If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares Registrable Shares included in its Piggy-Back Request but not publicly offered. Any Rightholder shall have the right to withdraw a Piggy-Back Request by giving written notice to the Company of its election to withdraw such request at least five (5) days prior to the proposed filing date of such Common Stock which may registration statement and such a withdrawn Piggy-Back Request shall not be counted as the exercise of such Rightholder's one piggy-back right hereunder. Each Piggy-Back Request by a Rightholder shall specify the members of its Rightholder Group whose Registrable Shares or Registrable Option Shares are to be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company may reduce and the number of Registrable Shares such shares for each such member. The Company shall be entitled to be included select any underwriter in such an underwriting (pro rata among the requesting stockholders based upon the number of Registrable Shares owned by such stockholders), provided, however that in no event may less than twenty percent (20%) of the total number of shares of Common Stock a registration pursuant to be included in such underwriting be made available for Registrable Shares. No incidental right under this Section 1.1 shall be construed to limit any registration required under Section 1.2. The obligations of the Company under this Section 1.1 may be waived at any time upon the written consent of holders of a majority of the outstanding Registrable Shares.