Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If, at any time commencing after the Effective Date of the offering and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8), it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter and to all other Holders of the Registrable Securities of its intention to do so. If the Underwriter and/or other Holders of the Registrable Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter and such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after during the Effective Date five years following the date of the offering and expiring seven (7) years thereafterthis Agreement, the Company prepares proposes to prepare and files a file any registration statement or post-effective amendment to amendments thereto covering equity or debt securities of the Registration StatementCompany, or a new Registration Statement under any such securities of the ActCompany held by its shareholders (in any such case, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under in connection with a Registration Statement merger, acquisition or pursuant to Form S-8S-8 or successor form), (for purposes of this Article 6, collectively, a "REGISTRATION STATEMENT"), it will give written notice of its intention to do so by registered mailmail ("NOTICE"), at least thirty ten (3010) business days prior to the filing of each such Registration DocumentStatement, to all holders of the Underwriter and Registrable Securities. Upon the written request of such a holder (a "REQUESTING HOLDER"), made within ten (10) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to all other Holders each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities of its intention which it has been so requested to do so. If register ("PIGGYBACK REGISTRATION"), at the Underwriter and/or other Holders of Company's sole cost and expense and at no cost or expense to the Registrable Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter and such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration DocumentRequesting Holders. Notwithstanding the provisions of this Section 7.26.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 6.3 (irrespective of whether a any written request for inclusion of any such securities shall have already been made) to elect not to file any such proposed registration statementRegistration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering October 25, 2005 and expiring seven (7) years thereafterOctober 25, 2010, the Company prepares and files a post-effective an amendment to the Registration Statementa registration statement, or a new Registration Statement registration statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "“Registration Documents"”) as to any of its securities under the Securities Act (other than under a Registration Statement pursuant to Form S-8S-8 or Form S-4), it the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter Warrant Holder and to all other Holders holders of the Registrable Warrant Securities of its the Company’s intention to do so. If the Underwriter and/or other Holders Warrant Holder or any holder of the Registrable Warrant Securities notify notifies the Company within twenty (20) 20 days after receipt of any such notice of its or their desire to include any such Registrable Warrant Securities in such proposed Registration Documents, the Company shall afford the Underwriter and such Holders Warrant Holder or holder of such Registrable the Warrant Securities the opportunity to have any Registrable Warrant Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed amendment or registration statement, or to withdraw the same after the filing but prior to the effective date thereofof the Registration Document.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8)X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representative or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representative and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8), it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter Representative and to all other Holders of the Registrable Securities of its intention to do so. If the Underwriter Representative and/or other Holders of the Registrable Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter Representative and such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering July 27, 2005 and expiring seven (7) years thereafterJuly 27, 2010, the Company prepares and files a post-effective an amendment to the Registration Statementa registration statement, or a new Registration Statement registration statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "“Registration Documents"”) as to any of its securities under the Securities Act (other than under a Registration Statement pursuant to Form S-8S-8 or Form S-4), it the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter Warrant Holder and to all other Holders holders of the Registrable Warrant Securities of its the Company’s intention to do so. If the Underwriter and/or other Holders Warrant Holder or any holder of the Registrable Warrant Securities notify notifies the Company within twenty (20) 20 days after receipt of any such notice of its or their desire to include any such Registrable Warrant Securities in such proposed Registration Documents, the Company shall afford the Underwriter and such Holders Warrant Holder or holder of such Registrable the Warrant Securities the opportunity to have any Registrable Warrant Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed amendment or registration statement, or to withdraw the same after the filing but prior to the effective date thereofof the Registration Document.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering Public Offering and expiring seven (7) years thereafter, the Company prepares and files a post-post- effective amendment to the Registration Statement, or a new Registration Statement registration statement, under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement registration statement pursuant to Form S-8S-8 or Form S-4 or small business issue equivalent), it will give written notice by registered mail, at least thirty (30) 30 days prior to the filing of each such Registration Document, to the Underwriter Representative and to all other Holders of the Registrable Securities of its intention to do so. If the Underwriter and/or Representative or other Holders of the Registrable Securities notify the Company within twenty (20) 20 days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter Representative and such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Closing Date of the public offering hereof and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8)X-0, it X-0 or a comparable registration statement) the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representative or other Holders of the Registrable Warrants and/or Warrant Securities notify notifies the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representative and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering and expiring seven (7) years thereafter, If the Company prepares and files should file a post-effective amendment to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document registration statement with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under in connection with a Registration Statement merger or other business combination transaction or pursuant to Form S-8), it will give written notice by registered mail, at least thirty twenty (3020) calendar days prior to the filing of each such Registration Document, registration statement to the Underwriter Lead Investor and to all other Holders of the Registrable Lead Investor’s Warrant and/or the Lead Investor’s Securities of its intention to do so. If the Underwriter and/or an Lead Investor or other Holders of the Registrable Lead Investor’s Warrant and/or the Lead Investor’s Securities notify the Company within twenty fifteen (2015) calendar days after receipt of any such notice of its or their desire to include any such Registrable Lead Investor’s Securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Lead Investor and such Holders of such Registrable the Lead Investor’s Warrant and/or Lead Investor’s Securities the opportunity to have any Registrable such Lead Investor’s Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.27(b) and the provisions of Section 7(c), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 7(b) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8)X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representatives and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representatives or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representatives and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Offering Completion Date of the offering and expiring seven (7) years thereafter, the Company prepares and files a post-effective an amendment to the Registration Statementa registration statement, or a new Registration Statement registration statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8S-8 or Form S-4), it the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter Placement Agent and to all other Holders of the Registrable Securities of its the company's intention to do so. If anyone of the Underwriter and/or other Holders of the Registrable Securities notify notifies the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter and such Holder or Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed amendment or registration statement, or to withdraw the same after the filing but prior to the effective date thereofof the Registration Document.

Piggyback Registration. If, at any time For a period commencing after on the effective date (the "Effective Date Date") of the offering Company's registration statement on Form S-1 (Registration No. 333-86332), and expiring seven ending six (76) years thereafterfrom the Closing Date, if the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under any registration statement filed by the Company pursuant to obligations existing on the date of this Agreement or in connection with a Registration Statement transaction registered on Form S-4 or any registration pursuant to Form S-8), S-8 or any successor forms) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representatives and to all other Holders of the Registrable Securities Warrants and/or the Warrant Shares of its intention to do so. If the Underwriter and/or Representatives or other Holders of the Registrable Securities Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter Representatives and such Holders of such Registrable Securities the Warrants and/or Warrant Shares the opportunity to have any Registrable Securities such Warrant Shares registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after one year from the Effective Date of the offering date hereof and expiring seven six (76) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than under in connection with a Registration Statement merger or pursuant to Form S-8), X-0 xx other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Securities Warrants and/or the Warrant Stock of its intention to do so. If the Underwriter and/or or other Holders of the Registrable Securities Warrants and/or Warrant Stock notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter and such Holders of such Registrable Securities the Warrants and/or Warrant Stock the opportunity to have any Registrable Securities such Warrant Stock registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at At any time commencing after the Effective Date of the offering and expiring seven (7) years thereafterLock-Up Period, the Company prepares and files a post-effective amendment if Buyer proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Securities Act (other than under a Registration Statement pursuant to Section 5(a) hereof, on Forms X-0, X-0 or comparable registration statements, Form S-8S-3 relating solely to dividends or interest reinvestment plans, and registrations that do not permit resales), it Buyer will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Securities of its intention to do soERT. If ERT notifies (which notification shall specify the Underwriter and/or other Holders number of the Registrable Securities notify the Company Lock-Up Shares intended to be disposed of by ERT) Buyer within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities Lock-Up Shares in such proposed Registration Documentsregistration statement, the Company Buyer shall afford the Underwriter and such Holders of such Registrable Securities ERT the opportunity to have any Registrable Securities such Lock-Up Shares registered under such Registration Documents or any other available Registration Documentregistration statement and shall cause to be registered all such Lock-Up Shares elected to be registered. Notwithstanding the provisions of this Section 7.25(c), the Company Buyer shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 5(c) (irrespective of whether a written request for inclusion of any such securities shall have been mademade by ERT) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after , 2002, through and including , 2007 (five (5) years from the Effective Date of the offering and expiring seven (7) years thereafterDate), the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Securities of its intention Underwriter's Unit Option Warrant, UW Units, Unit Warrants or Unit Shares underlying xxx Xxxxxxxxxxx'x XX Xxxxx, xx xxx xxxxxxxxn to do so. If any of the Underwriter and/or Underwriters or other Holders of the Registrable Securities Underwriter's Unit Option Warrant, Unit Warrants or Unit Shares underlying the Underwriter's Unit Option Warrant, notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter and such Holders of such Registrable Securities the Underwriter's Unit Option Warrant, UW Units and/or Units underlying the Underwriter's Unit Option Warrant, the opportunity to have any Registrable Securities of such securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date Effective Date thereof.

Piggyback Registration. If, at any time commencing after , 2006, through and including , 2011 [five (5) years from the Effective Date of the offering and expiring seven (7) years thereafterDate], the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders of Representative’s Unit Purchase Options, Representatives Units, Unit Warrants or Unit Shares underlying the Registrable Securities Representative Units, of its intention to do so. If any of the Underwriter and/or Representatives or other Holders of Representative’s Unit Purchase Options, Representative’s Units, Unit Warrants or Unit Shares underlying the Registrable Securities Representative Units, notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities of the Unit Warrants and/or Unit Shares beneficially owned by them in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter Representative and each such Holders of such Registrable Securities Holder, the opportunity to have any Registrable Securities of their Unit Warrants and/or Unit Shares registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date Effective Date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering Public Offering and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment to the Registration Statement, or a new Registration Statement registration statement, under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement registration statement pursuant to Form S-8S-8 or form S-4 or small business issue equivalent), it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter Representative and to all other Holders of the Registrable Securities of its intention to do so. If the Underwriter Representative and/or other Holders of the Registrable Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter Representative and such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after one year from the Effective Date of the offering date hereof and expiring seven six (76) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than under in connection with a Registration Statement merger or pursuant to Form S-8), X-0 xx other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Securities Warrants and/or the Warrant Stock of its intention to do so. If the Underwriter and/or or other Holders of the Registrable Securities Warrants and/or Warrant Stock notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter Underwriters and such Holders of such Registrable Securities the Warrants and/or Warrant Stock the opportunity to have any Registrable Securities such Warrant Stock registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfWithout limiting the obligations set forth in Section 2(a) through and including 2(c) of this Agreement, if the Corporation at any time commencing after the Effective Date of the offering and expiring seven (7) years thereafterproposes for any reason to register Primary Shares, the Company prepares and files a post-effective amendment to the Registration Statement, Registrable Shares or a new Registration Statement other shares under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Securities Act (other than on Form S-4 or Form S-8 promulgated under a Registration Statement pursuant to Form S-8the Securities Act or any successor forms thereto, (other than the shares and warrants referenced in Section 2(d) above), it will shall give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter and to all other Holders of the Registrable Securities Investor of its intention so to do so. If register such Primary Shares, Registrable Shares or Other Shares at least 30 days before the Underwriter and/or other Holders initial filing of such registration statement and, upon the Registrable Securities notify written request, delivered to the Company Corporation within twenty (20) 20 days after receipt delivery of any such notice by the Corporation, of its or their desire the Investor to include any in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration and shall state that such Investor desires to sell such Registrable Securities Shares in the public securities markets), the Corporation shall cause all such Registrable Shares to be included in such proposed Registration Documentsregistration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the Company shall afford managing underwriter advises the Underwriter and such Holders of such Registrable Securities Corporation that the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any all Registrable Shares requested to be included in such securities registration would interfere with the successful marketing (including pricing) of the Primary Shares, Registrable Shares or Other Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall have been made) to elect not to file any such proposed registration statement, or to withdraw be included in the same after the filing but prior to the effective date thereof.following order:

Piggyback Registration. If, at any time commencing after during the Effective Date seven-year period from the date of the offering and expiring seven (7) years thereafterclosing of the Private Placement, the Company prepares and files intends to file a post-effective amendment to the Registration Statement, or a new Registration Statement under or Statements for the Act, or files a Notification on Form 1-A or otherwise registers public sale of securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act for cash (other than under a Registration Statement pursuant to Form S-8)X-0, it X-0 or a comparable registration statement) the Company will give written notice by registered mail, at least thirty twenty (3020) days prior to the filing of each such Registration Documentregistration statement, to all of the Underwriter and to all other Holders of the Registrable Warrants and/or Warrant Securities of its intention to do so. If the Underwriter and/or other Holders Holder of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have the Shares of Common Stock underlying the Warrants and any other securities issuable upon exercise of the Warrants (collectively the "Registrable Securities Securities") registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date ---------------------- hereof and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8)X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representative or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representative and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have ------- the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such ------- securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven six (76) years thereafterfrom the date hereof, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), ) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representative or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representative and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven six (76) years thereafterfrom the date hereof, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger, acquisition or other business combination registered on Form S-4 or any registration pursuant to Form S-8), ) it will give written notice by registered mail, at least thirty twenty (3020) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter and such Holders Holder(s) of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering Public Offering and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment to the Registration Statement, or a new Registration Statement registration statement, under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement registration statement pursuant to Form S-8S-8 or Form S-4 or small business issue equivalent), it will give written notice by registered mail, at least thirty (30) 30 days prior to the filing of each such Registration Document, to the Underwriter Representative and to all other Holders of the Registrable Securities of its intention to do so. If the Underwriter and/or Representative or other Holders of the Registrable Securities notify the Company within twenty (20) 20 days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter Representative and such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering ---------------------- date hereof and expiring seven (7) years thereafterfrom the date hereof, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8), S-8 or a Registration relating solely to a Rule 145 transaction or a Registration on any form that does not permit secondary sales) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders Holder of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representative or other Holders Holder of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representative and such Holders Holder of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 7.2, the Company shall ------- have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of ------- any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after one year from the Effective Date effective date of the offering registration statement and expiring seven four (74) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than under in connection with a Registration Statement merger or pursuant to Form S-8), S-4 or other comparable registration statement) it will give written notice wrixxxx xxxice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Holders and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Holder or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at (a) If the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any time commencing after of its stock under the Effective Date Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-4 or Form S-8 or successors thereto or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the offering and expiring seven (7) years thereafterRegistrable Securities), the Company prepares and files a post-effective amendment shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company, the Company shall, subject to the Registration Statementprovisions of Section 1.4, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as cause to any of its securities be registered under the Act (other than under a Registration Statement pursuant to Form S-8), it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter and to all other Holders of the Registrable Securities that each such Holder has requested to be registered. In the event that the Company decides, for any reason, not to complete the registration of its intention to do so. If shares of common stock other than the Underwriter and/or other Holders Registrable Securities, or in the event that inclusion of the Registrable Securities notify would in the opinion of the managing underwriter for the offering, impair an offering by the Company within twenty (20) days after receipt of any such notice of or its or their desire to include any such Registrable Securities in such proposed Registration Documents, shareholders for whom the Company shall afford the Underwriter and such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2registration statement is filed, the Company shall have the right at any time after it shall have given written notice pursuant to no obligation under this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) 1.3 to elect not to file any such proposed registration statementregister, or to withdraw continue with the same after registration of, the filing but prior to Registrable Securities. (b) Nothing herein modifies the effective date thereofprohibitions on transfer set forth in Section 7.7(a) of the Merger Agreement.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven (7) years thereafterfrom the date hereof, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), ) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders Holder of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representative or other Holders Holder of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) days after business daysafter receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representative and such Holders Holder of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8)S-4, Form S-8 or a comparable registration statement) it will give written notice wrxxxxx xxxxxx by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date date hereof until the later of (a) nine years from the First Closing (as defined in the Placement Agency Agreement) or (b) the expiration of the offering and expiring seven (7) years thereafterWarrant Exercise Term, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), X-0 xx comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Agent and to all other Holders of the Registrable Warrant Securities of its intention to do so. If the Underwriter and/or Agent or other Holders of the Registrable Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities Warrant Shares in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Agent and such Holders of such Registrable the Warrant Securities the opportunity to have any Registrable Securities such Warrant Shares registered under such registration statement, subject to such cutback or allocation as the lead underwriter of the offering shall determine in its discretion, and subject to the prior inclusion of all shares otherwise includable that are owned by a party to the Registration Documents or any other available Registration DocumentRights Agreement dated June ___, 1996. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering Public Offering and expiring seven (7) years thereafter, the Company prepares and files a post-post- effective amendment to the Registration Statement, or a new Registration Statement registration statement, under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement registration statement pursuant to Form S-8), it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter Representative and to all other Holders of the Registrable Securities of its intention to do so. If the Underwriter Representative and/or other Holders of the Registrable Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter Representative and such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time commencing after the Effective Date of the offering and expiring seven (7) years thereafter, the Company prepares and files proposes to file a post-effective amendment to the Registration Statement, or a new Registration Statement registration statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under Securities Act with respect to an offering by the Act, or files a similar disclosure document with Company for its own account and/or for the Commission (collectively the "Registration Documents") as to any account of its securities under the Act securityholders of any shares of Common Stock (other than under (i) a Registration Statement pursuant registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a registration statement filed in connection with an exchange offer or an offering of securities solely to Form S-8the Company's existing securityholers), it will then the Company shall give written notice by registered mailof such proposed filing to NWA as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer NWA the opportunity to register such number of shares of Registrable Securities as NWA may request (which request shall specify the Registrable Securities intended to be delivered to the Company at least thirty (30) ten days prior to the anticipated filing date) (a "Piggyback Registration"). The Company shall use its best efforts to cause the managing Underwriter or Underwriters of each such Registration Document, a proposed underwritten offering to the Underwriter and to all other Holders of permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions and to permit the sale or other disposition of its intention to do so. If the Underwriter and/or other Holders of the Registrable Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, accordance with the Company shall afford the Underwriter and such Holders intended method of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Documentdistribution thereof. Notwithstanding the provisions of this Section 7.2, the Company NWA shall have the right at to withdraw its request for inclusion of Registrable Securities in any time after it shall have given written notice registration statement pursuant to this Section 7.2 (irrespective 2.2 by giving written notice to the Company of whether its request to withdraw. The Company may withdraw a written request for inclusion of Piggyback Registration at any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but time prior to 48 hours in advance of the effective date thereoftime it becomes effective.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven six (76) years thereafterfrom the date hereof, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form Forms S-4 or S-8), ) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representatives and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representatives or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representatives and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8)S-4, Form S-8 or a comparable registration statement) it will give written notice by writxxx xxxxxx xx registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representative or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representative and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven (7) years thereafterfrom the date hereof, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), it will give written notice by registered mail, at least thirty twenty (3020) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representatives and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representatives or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representatives and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven five (75) years thereafterfrom the date hereof, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form Forms S-4 or S-8), ) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representatives and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representatives or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representatives and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the period commencing on the day that begins one year from the Effective Date and ending at the end of the day that is six years after the Effective Date of the offering and expiring seven (7) years thereafterDate, the Company prepares and files a post-effective amendment shall propose to the Registration Statement, register any shares of Common Stock or a new Registration Statement under the Act, Other Securities (but excluding any shares or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement being registered pursuant to Form S-8S-8 or Form S-4 or any successor form to either of them), it will the Company shall (i) give each Holder written notice, or telecopy and telephonic notice followed as soon as practicable by registered mailwritten confirmation thereof, of such proposed registration at least thirty (30) 20 business days prior to the filing of each such Registration Documentregistration statement and (ii) upon written notice, or telecopy or telephonic notice followed as soon as practicable by written confirmation thereof, given to the Underwriter and to all other Holders of the Registrable Securities of its intention to do so. If the Underwriter and/or other Holders of the Registrable Securities notify the Company by any Holder within twenty (20) 15 days after receipt the giving of any such written confirmation or written notice of its or their desire to include any such Registrable Securities in such proposed Registration Documentsby the Company, the Company shall afford include or cause to be included in any such registration statement all or such portion of the Underwriter and Warrant Shares as such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this Section 7.2Holder may request; provided, however, that the Company shall have the right may at any time after withdraw or cease proceeding with any such registration if it shall have given written notice pursuant at the same time withdraw or cease proceeding with the registration of the Common Stock or Other Securities originally proposed to this Section 7.2 be registered; and provided, further, that in connection with any registered public offering involving an underwriting, the managing underwriter may (irrespective if in its reasonable opinion marketing factors so require) limit the number of whether a written request for inclusion securities (including any Warrants or Warrant Shares) included in such offering (other than securities of the Company). In the event of any such securities limitation, the total number of Warrant Shares to be offered for the account of the Holders participating in the registration shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.be reduced pro rata in

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven (7) years thereafter, after the Company prepares and files a post-effective amendment to date of the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as Company proposes to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8)X-0, it X-0 or a comparable registration statement) the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or or other Holders of the Registrable Warrants and/or Warrant Securities notify notifies the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after , 2002, through and including , 2007 (five (5) years from the Effective Date of the offering and expiring seven (7) years thereafterDate), the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Securities Underwriter’s Unit Option Warrant, UW Units, Unit Warrants or Unit Shares underlying the Underwriter’s UW Units, of its intention to do so. If any of the Underwriter and/or Underwriters or other Holders of the Registrable Securities Underwriter’s Unit Option Warrant, Unit Warrants or Unit Shares underlying the Underwriter’s Unit Option Warrant, notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter and such Holders of such Registrable Securities the Underwriter’s Unit Option Warrant, UW Units and/or Units underlying the Underwriter’s Unit Option Warrant, the opportunity to have any Registrable Securities of such securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date Effective Date thereof.

Piggyback Registration. If, at any time within the four (4) year period commencing one (1) year and expiring five (5) years after the Effective Date of the offering and expiring seven (7) years thereafterDate, the Company prepares and files should file a post-effective amendment to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document registration statement with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form Forms S-4 or S-8), ) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or or other Holders of the Registrable Warrants and/or the Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.27(c), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 7(c) (irrespective of whether a written request for inclusion of any such securities have shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a subsequent underwriter objects to the above piggy-back rights, such objection would preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its sole expense a registration statement relating to such excluded securities, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b).

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven five (75) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities Securities under the Act (other than under a Registration Statement pursuant to Form S-8)X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representative or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representative and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities Securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after ---------------------- the Effective Date effective date of the offering Registration Statement and expiring seven (7) years thereafteron May 9, 2003, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8)X-0, X-0 or comparable registration statement) it will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Representative and to all other Holders Holder(s) of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Representative or other Holders Holder(s) of the Registrable Warrants and/or the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any of such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Representative and such Holders Holder(s) of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrants and/or Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect effect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date date of this Agreement, subject to the offering existing rights granted to Pro Futures Special Equities Fund, L.P. and expiring seven (7) years thereafterthe parties related thereto, the Company prepares and files a post-effective amendment to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Securities and Exchange Commission (the "Commission" or "SEC") (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8), S-8 or Form S-4) it will give written notice by registered mail, at least thirty twenty (3020) days prior to the filing of each such Registration Document, to the Underwriter Investment Banker and to all other Holders of the Registrable Securities of its intention to do so. If the Underwriter Investment Banker and/or other Holders of the Registrable Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter Investment Banker and such Holders of such Registrable Securities the opportunity to have any Registrable Securities registered under such Registration Documents or any other available Documents. Registration DocumentDocument(s) are also referred to as "registration statement(s)". Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statementRegistration Document, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (i) If, at any time commencing three months after the Effective Date of the offering Closing and expiring seven five (75) years thereafter, any of the Registration Rights Securities are "restricted securities" within the meaning of the Rules and Regulations, and the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Securities Act (other than under in connection with a Registration Statement merger, acquisition or exchange offer on Form S-4 or pursuant to Form S-8), S-8 or successor forms) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Registration Rights Holders of the Registrable Securities of its intention to do so. If Upon the Underwriter and/or other Holders written request of the Registrable Securities notify the Company any Registration Rights Holder given within twenty ten (2010) days after receipt of any such notice of its his or their her desire to include any such Registrable Registration Rights Securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter and such Registration Rights Holders of such Registrable Securities the opportunity to have any Registrable such Registration Rights Securities registered under such Registration Documents or any other available Registration Document. registration statement. (ii) Notwithstanding the provisions of this Section 7.24.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 4.3 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the five-year period commencing after on the Effective Date of date the offering and expiring seven (7) years thereafterWarrants are issued, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8)S-0, it X-0 or a comparable registration statement) the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Placement Agent and to all other Holders of the Registrable Underlying Securities of its intention to do so. If the Underwriter and/or Placement Agent or other Holders of the Registrable Underlying Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Note Shares and/or Warrant Shares (collectively the "Registrable Securities Securities") in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Placement Agent and such Holders of such the Registrable Securities the opportunity to have any such Registrable Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven five (75) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under a Registration Statement pursuant to Form S-8)X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter Millennium and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or Millennium or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter Millennium and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) If, at any time commencing after the Effective Date of the offering and expiring seven (7) years thereaftertime, the Company prepares and files proposes to file a post-effective amendment to the Registration Statement, or registration statement in connection with a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act Public Offering (other than under (i) a Registration Statement pursuant registration statement on Form S-4 or S-8, or any similar form which is a successor to Form S-8such Forms, or (ii) a registra- tion statement filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), it will that may be used for the registration of any of the Registrable Securities (a "Piggyback Registration Statement"), then the Company shall give written notice by registered mail, of such proposed filing at least thirty (30) days prior before the anticipated filing date of such Piggyback Registration Statement to the filing Holders, offering the Holders the opportunity to include in such Piggyback Registration Statement such amount of each such Registration Document, to the Underwriter and to all other Holders of the Registrable Securities of its intention as they may request. Any Holder desiring to do so. If the Underwriter and/or other Holders of the have Registrable Securities notify registered pursuant to this Section 6.3 shall advise the Company in writing within twenty (20) days after the date of its receipt of any such the Company's notice (which request shall set forth the amount of its or their desire to include any such Registrable Securities in such proposed Registration Documentsfor which registration is requested). Subject to Section 6.5, the Company shall afford the Underwriter and include in any such Holders of such Piggyback Registration Statement all Registrable Securities the opportunity so requested to be included. No registration effected pursuant to a request or requests referred to in this Section 6.3 shall be deemed to have any Registrable Securities registered under such Registration Documents or any other available Registration Document. Notwithstanding the provisions of this been effected pursuant to Section 7.2, the 6.2. (b) The Company shall have the right to discontinue, without liability to any Holder, any registration under this Section 6.3 at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofof such registration if the registration of other securities giving rise to such registration under this Section 6.3 is discontinued; but no such discontinuation shall preclude an immediate or subsequent request for registration pursuant to Section 6.2.

Piggyback Registration. If, at any time within the four (4) year period commencing one (1) year and expiring five (5) years after the Effective Date of the offering and expiring seven (7) years thereafterDate, the Company prepares and files should file a post-effective amendment to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document registration statement with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form Forms S-4 or S-8), ) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or or other Holders of the Registrable Warrants and/or the Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford the Underwriter and such Holders of such Registrable the Warrants and/or the Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.27(c), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 7(c) (irrespective of whether a written request for inclusion of any such securities have shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a subsequent underwriter objects to the above piggy-back rights, such objection would preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its sole expense a registration statement relating to such excluded securities, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b).

Piggyback Registration. If, at any time commencing after ______, 2002, through and including ______, 2007 (five (5) years from the Effective Date of the offering and expiring seven (7) years thereafterDate), the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Securities of its intention Underwriter's Unit Option Warrant, UW Units, Unit Warrants or Unit Shares underlying xxx Xxxxxxxxxxx'x XX Xxxxx, xx xxx xxxxxxxxn to do so. If any of the Underwriter and/or Underwriters or other Holders of the Registrable Securities Underwriter's Unit Option Warrant, Unit Warrants or Unit Shares underlying the Underwriter's Unit Option Warrant, notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter and such Holders of such Registrable Securities the Underwriter's Unit Option Warrant, UW Units and/or Units underlying the Underwriter's Unit Option Warrant, the opportunity to have any Registrable Securities of such securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date Effective Date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering date hereof and expiring seven (7) years thereafter, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders Registered Holder of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter and/or other Holders Registered Holder of the Registrable Warrants and/or the Warrant Securities notify notifies the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford such Registered Holder of the Underwriter and such Holders of such Registrable Warrants and/or the Warrant Securities the opportunity to have any Registrable such Warrant Securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.219.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 19.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after __________, 2002, through and including ____________ , 2007 (five (5) years from the Effective Date of the offering and expiring seven (7) years thereafterDate), the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Securities of its intention Underwriter's Unit Option Warrant, UW Units, Unit Warrants or Unit Shares underlying xxx Xxxxxxxxxxx'x XX Xxxxx, xx xxx xxxxxxxxn to do so. If any of the Underwriter and/or Underwriters or other Holders of the Registrable Securities Underwriter's Unit Option Warrant, Unit Warrants or Unit Shares underlying the Underwriter's Unit Option Warrant, notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter and such Holders of such Registrable Securities the Underwriter's Unit Option Warrant, UW Units and/or Units underlying the Underwriter's Unit Option Warrant, the opportunity to have any Registrable Securities of such securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date Effective Date thereof.

Piggyback Registration. If, at any time commencing after If the Effective Date of the offering and expiring seven (7) years thereafter, the Company prepares and files Corporation proposes to file a post-effective amendment to the Registration Statement, or a new Registration Statement registration statement under the Act, or files a Notification on Form 1-A or otherwise registers Securities Act with respect to an offering of equity securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to any of its securities under the Act (other than under a Registration Statement pursuant to an offering on Form S-4 or Form S-8)) (A) for the Corporation’s own account or (B) for the account of any of the holders of its equity securities, it will then, unless the following provision is prohibited by contract, the Corporation shall give written notice by registered mailof such proposed filing to each Holder as soon as practicable (but in no event less than 20 business days before the anticipated filing date), at least thirty (30) days prior to the filing of each such Registration Document, to the Underwriter and to all other Holders of the Registrable Securities of its intention to do so. If the Underwriter and/or other Holders of the Registrable Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any shall offer such Registrable Securities in such proposed Registration Documents, the Company shall afford the Underwriter and such Holders of such Registrable Securities Holder the opportunity to have any register such number of shares of Registrable Securities registered under as such Registration Documents Holder may request on the same terms and conditions as the Corporation’s or any other available Registration Documentsuch Holder’s equity securities (a “Piggyback Registration”). Notwithstanding Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the provisions Corporation in writing (stating the number of this Section 7.2, shares of Common Stock desired to be registered) within 15 business days after the Company date of such notice from the Corporation. Any Holder shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written withdraw such request for inclusion of such Holder’s Registrable Securities in any registration statement pursuant to this section by giving written notice to the Corporation of such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but withdrawal prior to the effective date thereofof the Registration Statement. The Corporation shall include in such registration statement all such Registrable Securities requested to be included therein; provided, however, that the Corporation may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other securities originally proposed to be registered.

Piggyback Registration. If, at any time commencing after __________, 2002, through and including ____________ , 2006 (three (3) years from the Effective Date of the offering and expiring seven (7) years thereafterDate), the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to the Underwriter and to all other Holders of the Registrable Securities Underwriter's Xxxx Xxxxxx Xxxxxxx, XX Xxxxx, Xxxx Xxxxxxxx or Unit Shares underlying the Underwriter's UW Units, of its intention to do so. If any of the Underwriter and/or Underwriters or other Holders of the Registrable Securities Underwriter's Unit Option Warrant, Unit Warrants or Unit Shares underlying the Underwriter's Unit Option Warrant, notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter and such Holders of such Registrable Securities the Underwriter's Unit Option Warrant, UW Units and/or Units underlying the Underwriter's Unit Option Warrant, the opportunity to have any Registrable Securities of such securities registered under such Registration Documents or any other available Registration Documentregistration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date Effective Date thereof.

Piggyback Registration. If, at any time commencing after the Effective Date of the offering May --------- ------------ 10, 1995, through and expiring seven (7) years thereafterincluding May 9, 2001, the Company prepares and files a post-effective amendment proposes to the Registration Statement, or a new Registration Statement under the Act, or files a Notification on Form 1-A or otherwise registers securities under the Act, or files a similar disclosure document with the Commission (collectively the "Registration Documents") as to register any of its securities under the Act (other than under in connection with a Registration Statement merger or pursuant to Form S-8), S-8 or any similar or successor form) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such Registration Documentregistration statement, to each of the Underwriter and to all other Holders of the Registrable Warrants and/or the Warrant Securities of its intention to do so. If any of the Underwriter and/or or other Holders of the Registrable Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such Registrable Securities securities in such proposed Registration Documentsregistration statement, the Company shall afford each of the Underwriter and such Holders of such Registrable the Warrants and/or Warrant Securities the opportunity to have any Registrable such Warrants and/or Warrant Securities registered under such Registration Documents registration statement. The Holder shall have no say in the choice of underwriter or any other available Registration Documentterms or conditions of an offering pursuant to this section 7.2. Notwithstanding the provisions of this Section 7.2, the Company shall have ------- the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such ------- securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.