Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If, at any time(s) after the date hereof, Seller shall determine to register for its own account or the account of any other(s) under the Securities Act any of its equity securities, it shall send to Buyer (or its successor in interest) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.

Piggyback Registration. If(a) In the event that ADESA, at any time(s) time during the Pre-Distribution Period and after the date hereofIPO Date (and expiration of any lockup period to which the Holders may be subject in connection with the IPO), Seller shall determine proposes to register any of its Common Stock, any other of its equity securities or securities convertible into or exchangeable for its own account or the account of any other(sequity securities (collectively, including Common Stock, "Other Securities") under the Securities Act any Act, either in connection with a primary offering for cash for the account of ADESA, a secondary offering or a combined primary and secondary offering, ADESA will each time it intends to effect such a registration, give written notice (a "Company Notice") to all Holders of Registrable Securities at least ten (10) business days prior to the initial filing of a registration statement with the Commission pertaining thereto, informing such Holders of its equity securitiesintent to file such registration statement and of the Holders' right to request the registration of the Registrable Securities held by the Holders. Upon the written request of the Holders made within seven (7) business days after any such Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Holder and, it unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of ADESA, the intended distribution thereof), ADESA will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which ADESA has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of ADESA, in accordance with ADESA's intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the registration statement filed by ADESA or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by ADESA, if required by the rules, regulations or instructions applicable to the registration form used by ADESA for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; PROVIDED, HOWEVER, that if, at any time after giving written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, ADESA shall send determine for any reason not to Buyer (register or its successor in interest) to delay such registration of the Other Securities, ADESA shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, ADESA shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith or from ADESA's obligations with respect to any subsequent registration) and (ii) in the case of a determination to delay such registration, ADESA shall be permitted to delay registration of any Registrable Securities requested to be included in such registration statement for the same period as the delay in registering such Other Securities. (b) If, in connection with a Registration Statement pursuant to this Section 5.2, the Underwriters' Representative of the offering registered thereon shall inform ADESA in writing that in its opinion there is a Maximum Number of shares of Common Stock that may be included therein and if such Registration Statement relates to an offering initiated by ADESA of Common Stock being offered for the account of ADESA, ADESA shall include in such registration: (i) first, the number of shares ADESA proposes to offer ("Company Securities"), (ii) second, up to the full number of Registrable Securities held by Holders of Registrable Securities that are requested to be included in such registration (Registrable Securities that are so held being sometimes referred to herein as "ALLETE Securities") to the extent necessary to reduce the respective total number of shares of Common Stock requested to be included in such offering to the Maximum Number of shares of Common Stock recommended by such Underwriters' Representative (and in the event that such Underwriters' Representative advises that less than all of such ALLETE Securities may be included in such offering, the Holders of Registrable Securities may withdraw their request for registration of their Registrable Securities under this Section 5.2 and not less than 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 5.1 to the extent permitted thereunder) and (iii) third, up to the full number of the Other Securities (other than Company Securities), if any, in excess of the number of Company Securities and ALLETE Securities to be sold in such offering to the extent necessary to reduce the respective total number of shares of Common Stock requested to be included in such offering to the Maximum Number of shares of Common Stock recommended by such Underwriters' Representative (and, if within twenty (20) days after receipt such number is less than the full number of such noticeOther Securities, Buyer such number shall be allocated pro rata among the holders of such Other Securities (or other than Company Securities) on the basis of the number of securities requested to be included therein by each such holder). (c) If, in connection with a Registration Statement pursuant to this Section 5.2, the Underwriters' Representative of the offering registered thereon shall inform ADESA in writing that in its successor in interest or transferee) shall so request in writingopinion there is a Maximum Number of shares of Common Stock that may be included therein and if such Registration Statement relates to an offering initiated by any Person other than ADESA (the "Other Holders"), Seller ADESA shall include in such registration statement all the number of securities (including Registrable Securities) that such Underwriters' Representative advises can be so sold without adversely affecting such offering, allocated pro rata among the Other Holders and the Holders of Registrable Securities on the basis of the Conversion Shares or Warrant Shares number of securities (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registrationRegistrable Securities) held by Buyer (or its successor in interest or transferee), and requested to be registeredincluded therein by each Other Holder and Holder of Registrable Securities. (d) No Holder may participate in any Underwritten Offering under Section 5.2 hereof and no other Person shall be permitted to participate in any such offering pursuant to Section 5.2 hereof unless it completes and executes all customary questionnaires, powers of attorney, custody agreements, underwriting agreements and other customary documents required under the customary terms of such underwriting arrangements. Notwithstanding In connection with any Underwritten Offering under Section 5.2 hereof, each participating Holder and ADESA and each other Person shall be a party to the foregoing, in underwriting agreement with the event underwriters and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefits of the underwriters; PROVIDED that the Holders shall not be required to make representations and warranties with respect to ADESA and its Subsidiaries or their business and operations and shall not be required to agree to any indemnity or contribution provisions materially less favorable to them than as are set forth herein. (e) ADESA shall not be required to effect any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and Registrable Securities under this Section 5.2 incidental to the extent that the managing underwriter shall be registration of the good faith opinion (expressed in writing) that such inclusion would reduce the number any of registrable its securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offeringADESA's issuance of registered shares of Common Stock in mergers, to engage the services of an underwriteracquisitions, asreorganizations, for exampleexchange offers, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services subscription offers, dividend reinvestment plans or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other executive or employee benefit planor compensation plans. (f) The registration rights granted pursuant to the provisions of this Section 5.2 shall be in addition to the registration rights granted pursuant to Section 5.1. No registration of Registrable Securities effected under this Section 5.2 shall relieve ADESA of its obligation to effect a registration of Registrable Securities pursuant to Section 5.1.

Piggyback Registration. IfAt any time following a Public Offering, if the Company at any time(s) after the date hereof, Seller shall determine time proposes to register any Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of any other(s) under other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities Act any for sale to the public), each such time it will give written notice to Investor of its equity securitiesintention so to do. Upon the written request of an Investor received by the Company within 10 days after the giving of any such notice by the Company, it shall send to Buyer register such number of shares of Registrable Securities held by Investor (or its successor in interestby persons taking from Investor pursuant to a Permitted Disposition) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include specified in such written request, the Company will cause the Registrable Securities as to which registration statement all of shall have been so requested to be included in the Conversion Shares or Warrant Shares (including shares securities to be covered by the Notes and/or Warrants registration statement proposed to be filed by the Company, all to the extent Seller receives appropriate assurances that such Notes requisite to permit the sale or Warrants will be converted or exercised upon the effectiveness other disposition by Investor (in accordance with its written request) of such registration) held by Buyer (or its successor in interest or transferee), and requested to be Registrable Securities so registered. Notwithstanding the foregoing, in In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offeringpublic offering of Common Stock, the number of registrable securities shares of Registrable Securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce adversely affect the marketing of the securities to be sold by the Company therein. In the event such a reduction is necessary, the reduction shall be borne first by holders of Registrable Securities who are not Investor, and if a further reduction is necessary in the judgment of the managing underwriter, then, Investor proposing to sell Registrable Securities in the offering shall bear the reduction on a pro-rata basis, based on the number of registrable securities shares of Registrable Securities that Investor proposed to be offered offer for sale in the Offering, or if Investor holds a majority of the shares of Registrable Securities that Investor may elect to withdraw from such registration all shares of Registrable Securities held by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so Investor as to require Sellerwhich registration was requested. Notwithstanding the foregoing provisions, in connection with the Company may for any proposed offering, to engage reason and without the services consent of an underwriter, as, for example, if Seller shall file a Investor withdraw any registration statement under Rule 415 of the Securities Act referred to in this Section 4.2 without the services or engagement of thereby incurring any underwriter. This "piggy-back" registration right shall not apply liability to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planInvestor.

Piggyback Registration. If, If at any time(s) after time during the date hereoffive-year period commencing on the Effective Date and ending five years hence, Seller the Company shall determine to register for its own account or the account of any other(s) others under the Securities 1933 Act any of its equity securities, it other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to Buyer (each Holder of Warrants or its successor in interestShares, who is entitled to registration rights under this Section 14(a) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) such Holder shall so request in writingwriting (hereafter a "Selling Holder"), Seller the Company shall include in such registration statement Registration Statement all or any part of the Conversion Shares or Warrant Shares issuable upon exercise of the Warrants (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that "Registrable Securities") such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested Selling Holder requests to be registered. Notwithstanding The obligations of the foregoing, Company under this Section 14(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter for said offering advises the Company in writing that the inclusion of such Registrable Securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the good faith opinion offering (expressed the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling holder or in writing) such other proportions as shall mutually be agreed to by such selling holders); PROVIDED HOWEVER, that such inclusion would reduce in no event shall any Holder of Registrable Securities have the number of registrable shares of such securities reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders' registration rights, if any, were granted by the Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in its sole discretion shall be offered excluded from the offering; and PROVIDED FURTHER, that in no event shall any Shares being sold by Seller or otherwise adversely affect a Holder properly exercising a demand registration granted in Section 14(b) be excluded from such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.

Piggyback Registration. If(a) Subject to Section 1.2, at any time(s) after the date hereof, Seller shall determine if Issuer proposes to register for its own account or the account of any other(s) Issuer Common Stock under the Securities Act at any time following the expiration of its equity securitiesthe Restricted Period (other than (x) a registration on Form S-8 or Form S-4 or any similar or successor form under the Securities Act, it shall send relating to Buyer Issuer Common Stock or any other class of Issuer Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan or in connection with a direct or indirect acquisition by Issuer of another Person or (or its successor y) in interest) written connection with a rights offering), Issuer will give notice of such determination and, if within to Investor at least twenty (20) days after receipt Business Days prior to the anticipated filing date of the registration statement relating to such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall registration and offer Issuer the opportunity to include in such registration statement the number of Registrable Securities as Investor may request (a “Piggyback Registration”), subject to Section 2.2(b). Upon Investor’s request made within ten (10) days after the receipt of such notice from Issuer specifying the number of Registrable Securities intended to be registered by Investor, Issuer will use its reasonable best efforts to effect the registration under the Securities Act of all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants Registrable Securities that Investor has so requested to include in such registration statement, to the extent Seller receives appropriate assurances required to permit the disposition of the Registrable Securities to be registered in accordance with the plan of distribution intended by Issuer for such registration statement, except that (i) if such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee)registration involves a Public Offering, and if Investor has requested to be registered. Notwithstanding included in the foregoingapplicable registration statement, Investor must sell its Registrable Securities to the underwriters selected by Issuer on the same terms and conditions as apply to the Persons on whose behalf the registration statement was initially undertaken and (ii) if, at any time after giving notice of its intention to register any shares of Issuer Common Stock pursuant to this Section 2.2(a) and prior to the effective date of the registration statement filed in connection with such registration, Issuer determines for any reason not to register such securities, Issuer will give Investor notice thereof and will be relieved of its obligation to register any Registrable Securities in connection with such registration. (b) If a Piggyback Registration involves a Public Offering and the lead managing underwriter advises Issuer that, in the event that any registration shall be, in whole or in part, an underwritten offeringits view, the number of registrable securities shares of Issuer Common Stock that Issuer and such registering stockholders intend to include in such registration exceeds the Maximum Offering Size, Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many of the number of shares of Issuer Common Stock proposed to be included in such an underwriting may registered for the account of Issuer as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, any securities proposed to be reduced (PRO RATA among registered for the Buyer and its successors or assigns and account of any other Persons, including the holders of the other registrable securities contemplated being included in such registrations Investor, pro rata based on the number of registrable securities requested to be registered shares of Issuer Common Stock Beneficially Owned by Investor and each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planPerson.

Piggyback Registration. If, at any time(s) after If the date hereof, Seller shall determine Company proposes to register for its own account or the account of any other(s) under the Securities Act any of its equity securities, it shall send to Buyer (or its successor in interest) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply with respect to an offering of equity securities for the account of any Person other than a Liberty Holder or for its own account (other than a registration statement on Form S-4 or S-8 (or their then-equivalent forms) relating any substitute form that may be adopted by the Commission)), the Company shall give written notice of such proposed filing to securities the Liberty Holders as soon as reasonably practicable (but in no event less than 15 days before the anticipated filing date), undertaking to provide each Liberty Holder the opportunity to register on the same terms and conditions such number of Registrable Securities as such Liberty Holder may request (a "Piggyback Registration"). Each Liberty Holder will have five Business Days after any such notice is given to notify the Company as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be issued solely a request for a Demand Registration); provided that should a Liberty Holder fail to provide timely notice to the Company, such Holder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering. If the registration statement is filed on behalf of a Person other than the Company, the Company will use its best efforts to have the amount of Registrable Securities that the Liberty Holders wish to sell included in the registration statement. If the Company or the Person for whose account such offering is being made shall determine in its sole discretion not to register or to delay the proposed offering, the Company may, at its election, provide written notice of such determination to the Liberty Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Securities for the same period as the delay in respect of the proposed offering. If the Piggyback Registration involves an underwritten public offering, any Liberty Holder that requested that Registrable Securities be included therein may elect, by written notice given to the Company prior to the effective date of the registration statement therefor, not to register such Registrable Securities in connection with an acquisition of any entity or business or securities issuable such Piggyback Registration. As between the Company and the Selling Holders, the Company shall be entitled to select the Underwriters in connection with a stock option or other employee benefit planany Piggyback Registration.

Piggyback Registration. If, (a) If at any time(s) after time or from time to time prior to the date hereof, Seller shall determine fifth anniversary of an IPO the Company proposes to register file a registration statement under the 1933 Act with respect to an offering by the Company for its own account or for the account of any other(s) under other Person of any class of equity security of the Securities Act Company, including any of its security convertible into or exchangeable for any such equity securitiessecurity, it then the Company shall send to Buyer (or its successor in interest) each case give written notice of such determination andproposed filing to the Holder at least thirty days before the anticipated filing date, if within twenty and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request (20) days after receipt a "Piggyback Registration"). The Company shall use reasonable diligence to cause the managing underwriter or underwriters of such notice, Buyer (or its successor a proposed underwritten offering to permit the Holder to include the Registrable Securities requested by the Holder to be included in interest or transferee) shall so request in writing, Seller shall include the registration statement and in such registration statement all offering on the same terms and conditions as any similar securities of the Conversion Shares or Warrant Shares Company included therein (including shares covered by the Notes and/or Warrants except to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon provided otherwise in the effectiveness of such registration) held by Buyer (or its successor in interest or transfereePecks Registration Rights Agreement), and requested to be registeredthe extent permitted by applicable law. Notwithstanding the foregoing, in if the event managing underwriter or underwriters of such offering informs the Company and the Holders requesting such registration by letter of its belief that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities requested to be included in such registration (the "Requested Securities") exceeds the number which can be sold in (or during the time of) such offering or that the inclusion would adversely affect the marketing or the selling price of the securities to be sold, then the amount or kind of Requested Securities to be offered for the accounts of all Persons whose shares of Requested Securities were requested to be included in such offering shall be reduced pro rata with respect to each such Person to the extent necessary to reduce the total amount of securities to be included in such an underwriting may be reduced offering to the amount recommended by such managing underwriter, such a reduction not to include shares of (PRO RATA among i) if the Buyer and its successors or assigns and registration initially occurs at the holders insistence of the other registrable securities contemplated being included in such registrations based on Company, the number of registrable securities requested to be registered by each of themCompany, (ii) if and such registration occurs due to a demand registration right, shares of the Person making that demand, or (iii) the Purchaser under the Pecks Registration Rights Agreement, to the extent that provided otherwise in such Pecks Registration Rights Agreement. (b) Notwithstanding anything to the managing underwriter contrary contained in Section 2.1(a), the Company shall not be of required to include Registrable Securities in any registration statement pursuant to this Section 2.1 if the good faith opinion proposed registration is (expressed in writingi) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit incentive compensation plan or of securities issued or issuable pursuant to any such plan, (ii) a registration of securities issued or issuable pursuant to a stockholder reinvestment plan or other similar plan, (iii) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (iv) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's stockholders from a coercive or other attempt to take control of the Company. (c) The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of the Holder notwithstanding the request of the Holder to participate therein in accordance with this provision, if the Company determines that such action is in the best interests of the Company and its stockholders (for this purpose, the interests of the Holder shall not be considered except generally as a stockholder).

Piggyback Registration. If, If at any time(stime during the term of this Agreement, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (a "Proposed Registration") other than a registration statement on Form S-8 or any successor or other forms promulgated for similar purposes and (ii) a Registration Statement covering the sale of its equity securitiesall of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have ten (2010) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone, withdraw or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that delay any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offeringunderwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, to engage the services managing underwriter(s) thereof shall impose a limitation on the number of an underwriter, as, for example, if Seller shall file shares of Common Stock which may be included in a registration statement under Rule 415 because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in the registration statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe registration statement.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (a “Proposed Registration”) other than a registration statement on Form S-8 or any successor or other forms promulgated for similar purposes and (ii) a Registration Statement covering the sale of its equity securitiesall of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have five (205) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder’s intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offeringunderwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, to engage the services managing underwriter(s) thereof shall impose a limitation on the number of an underwriter, as, for example, if Seller shall file shares of Common Stock which may be included in a registration statement under Rule 415 because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement. In no event shall the Company include any securities other than the Registrable Securities on Form S-4 the Registration Statement or S-8 (or their then-equivalent forms) relating on any registration statement filed by the Company on behalf of the Holders pursuant to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe terms hereof.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act any in connection with the public offering of its equity securitiessuch shares for cash (a "Proposed Registration") and (ii) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have ten (2010) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to engage include in the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in a Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in the Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Registration Statement.

Piggyback Registration. If(a) If OSI proposes to file a registration statement under the Securities Act, at any time(s) after the date hereofincluding a Demand Registration, Seller shall determine with respect to register an offering of OSI Common Stock for cash by OSI for its own account or for the account of any other(s) under the Securities Act any of its equity securitiesholders (other than a registration statement on Form S-4 or S-8 or any substitute form that may be adopted by the SEC or any registration statement filed in connection with an exchange offer or offering of securities solely to OSI's existing security holders or any registration statement filed in connection with an exchange offer or offering of securities to holders of Exchangeable Shares) (the "PTI Registration Statement"), it then OSI shall send to Buyer (or its successor in interest) give written notice of such determination andproposed filing to the Holders of the Registrable Securities as soon as practicable (but in no event less than 20 days before the anticipated initial filing date of such registration statement), if within twenty and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (20) days after a "Piggyback Registration"). On or before the 10th day following the receipt of such noticenotice by the Holders, Buyer (any Holder wishing to include any or all of its successor in interest or transferee) shall so request in writing, Seller shall include Registrable Securities in such registration statement all of shall give written notice to OSI stating the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness name of such registration) held by Buyer (or its successor Holder and the amount of such Holder's Registrable Securities to be included in interest or transfereesuch registration statement. Subject to Section 3(b), and OSI shall include in each such Piggyback Registration all Registrable Securities requested to be registeredincluded in the registration for such offering; provided, however, that OSI may at any time withdraw or cease proceeding with such registration without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if OSI determines in its sole discretion that such action is in the best interests of OSI and its stockholders (for this purpose, the interests of the Holders shall not be considered). Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (b) OSI shall use all commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a) ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, OSI shall not be required to include any Holder's Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between OSI and the managing Underwriter or Underwriters and otherwise complies with the provisions of Section 8. If such offering is a Demand Registration pursuant to Section 2(a), then the provisions of Section 2(d) shall apply. In all other offerings that are underwritten, if the managing Underwriter or Underwriters of such proposed underwritten offering advise OSI in writing that in its or their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may offering shall be reduced (PRO RATA among the Buyer allocated first to OSI, and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and then, to the extent that any additional securities can, in the opinion of such managing underwriter shall Underwriter or Underwriters, be sold without any such Material Adverse Effect, pro rata among the holders of Piggyback Securities on the good faith opinion (expressed in writing) that such inclusion would reduce basis of the number of registrable securities outstanding shares of OSI Common Stock requested to be offered included in such registration by Seller or otherwise adversely affect each such offering. Nothing herein Holder. (c) Until such time as the PTI Registration Statement has been declared effective by the SEC, the holders of PTI Exchangeable Shares shall be construed so deemed to be Holders hereunder for purposes of participation in Piggyback Registrations. The holders of PTI Exchangeable Shares shall have the same rights, duties and obligations of Holders with respect to Piggyback Registrations and shall be subject to the same limitations and restrictions thereon. The rights provided in this Section 3(c) shall terminate as to require Seller, in connection with any proposed offering, to engage the services particular holder of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities PTI Exchangeable Shares at such time as such holder ceases to be issued solely in connection with an acquisition a holder of any entity or business or securities issuable in connection with a stock option or other employee benefit planPTI Exchangeable Shares.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity, it shall send to Buyer or a registration statement on Form S-3 covering the resale of securities issued in connection with a corporate acquisition) (or its successor in interesta "Proposed Registration") and (ii) --------------------- a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice of such determination and, if within Proposed Registration. Each Holder shall have twenty (20) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that -------- ------- withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed underwritten public offering for the account of the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Registration Statement.

Piggyback Registration. If, If at any time(s) time or from time to time after the date hereof, Seller shall determine hereof AROC proposes to register effect a Piggyback Registration for its own account or for the account of a security holder or holders (other than holders of Registrable Securities), then AROC shall: (a) promptly give to each holder of Registrable Securities notice thereof (which notice shall include a list of the jurisdictions in which AROC intends to attempt to qualify such securities under or otherwise comply with the applicable blue sky or other state securities laws); and (b) include in such Piggyback Registration (and any other(s) related qualification under or other compliance with blue sky or other state securities laws), and in any underwriting involved therein, all the Registrable Securities Act any of its equity securitiesspecified in a request, it shall send to Buyer (or its successor in interest) written notice of such determination and, if made within twenty (20) 15 days after receipt of such noticenotice from AROC, Buyer (or its successor in interest or transferee) by any holder of Registrable Securities; provided, however, that AROC shall so request in writing, Seller shall not be required to include any securities of holders of Registrable Securities in such registration statement all unless such holders accept the terms of the Conversion Shares or Warrant Shares (including shares covered underwriting as agreed upon between AROC and the underwriters selected by the Notes and/or Warrants to the extent Seller receives appropriate assurances it; and provided, further, that if such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee)Piggyback Registration is a Cutback Registration, and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, then the number of registrable securities shares of Common Stock to be included in such an the underwriting may or registration shall be reduced (PRO RATA among the Buyer and its successors or assigns and allocated first to AROC, the holders of Registrable Securities and the Electing Holders (pro rata, based on the total number of shares of securities of AROC, including Registrable Securities, requested by AROC and each such holder to be included therein); and thereafter to any other registrable securities contemplated being holders requesting inclusion in the registration on the basis of the number of shares each other requesting holder requests be included bears to the total number of shares of all other holders of Common Stock that have been requested be included in such registrations based on the number of registrable securities registration. If a person who has requested to be registered by each of them) if and inclusion in such registration as provided above does not agree to the extent that the managing underwriter terms of any such underwriting, such person shall be excluded therefrom by written notice from AROC, the underwriter, or the holders of Registrable Securities. The securities so excluded shall also be withdrawn from registration. (i) If, at any time after giving written notice of its intention to register any of its Common Stock and before the effective date of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, registration statement filed in connection with the registration, AROC determines for any proposed offeringreason not to register its Common Stock, AROC may, at its election, give written notice of its determination to engage the services holders of an underwriterRegistrable Securities and the Electing Holders and, asthereupon, for example, if Seller shall file a registration statement under Rule 415 be relieved of the its obligation to register any Registrable Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition that registration, without prejudice, however, to the future rights of the holders of Registrable Securities under this Section, (ii) if AROC determines in its discretion to delay the registration of its Common Stock, AROC shall be permitted to delay the registration of any entity or business or securities issuable Registrable Securities for the same period as the delay in connection registering any other Common Stock, and (iii) AROC is not required to effect any registration for a requesting holder of Registrable Securities pursuant to this Section 2 unless it receives reasonable assurances that the requesting holder of Registrable Securities will pay any expenses required to be paid by it as a provided in Section 5. (d) The rights of holders with a stock option or other employee benefit planrespect to Piggyback Registrations shall be pari passu with the piggyback registration rights of Xxxxxx Holders and the EnCap Holders.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have thirty (2030) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offering, to engage underwritten public offering for the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Registration Statement.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period: (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (a “Proposed Registration”) other than a registration statement on Form S-8 or any successor or other forms promulgated for similar purposes; and (ii) a Registration Statement covering the sale of its equity securitiesall of the Registrable Securities is not then effective and available for sales thereof by the Investor, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give Investor written notice of such determination and, if within twenty Proposed Registration. Investor shall have five (205) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that Investor intends to sell and Investor’s intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, distribution specified in the event request of Investor; provided, however, that the Company shall have the right to postpone or withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Paragraph 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringInvestor. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offeringunderwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, to engage the services managing underwriter(s) thereof shall impose a limitation on the number of an underwriter, as, for example, if Seller shall file shares of Common Stock which may be included in a registration statement under Rule 415 because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities Act without the services or engagement of any underwriterwith respect to which Investor has requested inclusion hereunder as such underwriter(s) shall permit. This "piggy-back" registration right The Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the Investors of which are not entitled to an offering inclusion of equity such securities on Form S-4 in the registration statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with Investors of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe registration statement.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (a "Proposed Registration") other than a registration statement on Form S-8 or Form S-4 or any successor or other forms promulgated for similar purposes and (ii) a Registration Statement covering the sale of its equity securitiesall of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have ten (2010) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolders. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offeringunderwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, to engage the services managing underwriter(s) thereof shall impose a limitation on the number of an underwriter, as, for example, if Seller shall file shares of Common Stock which may be included in a registration statement under Rule 415 because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in the registration statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe registration statement.

Piggyback Registration. If, at any time(s(i) after In addition to the date demand right of registration described in Section 5(c) hereof, Seller the Holder shall determine have the right, for a period of no more than five (5) years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(f)(2)(G)(v), to register for its own account or include the account Registrable Securities as part of any other(sother registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its equity securitiesreasonable discretion, it impose a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall send be obligated to Buyer (or its successor in interest) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. (ii) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 5(d) hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Conversion Shares or Warrant Shares (including shares covered Registrable Securities have been sold by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registeredHolder. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the The holders of the other registrable securities contemplated being included Registrable Securities shall exercise the “piggyback” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in such registrations based this Warrant, there shall be no limit on the number of registrable securities requested to be registered by each of themtimes the Holder may request registration under this Section 5(d); provided, however, that such registration rights shall terminate on the seventh (7th) if and to the extent that the managing underwriter shall be anniversary of the good faith opinion (expressed in writing) that such inclusion would reduce the number commencement of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 sales of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely Offering in connection accordance with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planFINRA Rule 5110(f)(2)(G)(v).

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (a "Proposed Registration") other than a registration statement on Form S-8 or any successor or other forms promulgated for similar purposes and (ii) a Registration Statement covering the sale of its equity securitiesall of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have ten (2010) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone, withdraw or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that delay any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offeringunderwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, to engage the services managing underwriter(s) thereof shall impose a limitation on the number of an underwriter, as, for example, if Seller shall file shares of Common Stock which may be included in a registration statement under Rule 415 because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement. In no event shall the Company include any securities other than the Registrable Securities on Form S-4 the Registration Statement or S-8 (or their then-equivalent forms) relating on any registration statement filed by the Company on behalf of the Holders pursuant to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe terms hereof.

Piggyback Registration. If, (a) If the Company at any time(s) after the date hereof, Seller shall determine time proposes to issue and register shares of its equity securities on its own behalf or to register for its own account or the account equity securities on behalf of any other(s) holder of its equity securities under the Securities Act (other than a registration effected solely to implement an employee benefit plan, a transaction to which Rule 145 promulgated under the Securities Act is applicable or a transaction eligible to be registered on Form S-4 or any successor form), the Company shall give written notice each such time to each Holder of its intention to do so (which notice shall include the anticipated filing date of the Registration Statement and the number of its equity securities, it shall send securities proposed to Buyer be included in the Registration Statement). Upon the written request of any Common Stock Demand Holder or any other Holder (or its successor in interesta "Participating Holder") written notice of such determination and, if given within twenty (20) days 15 Business Days after receipt of any such notice, Buyer notice by such Participating Holder (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all stating the number of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested Registrable Securities to be registered. Notwithstanding disposed by such Participating Holder (or, if the foregoing, in the event that any registration shall be, in whole Participating Holder is Morgan or in part, an underwritten offeringEL Trust Pledgee, the number of registrable securities Registrable Securities txxx xxedged to such Participating Holder and to be disposed by the pledgor of such Registrable Securities or owned by such Participating Holder as a result of foreclosure thereon and to be disposed by such Participating Holder) and the intended method of disposition), the Company shall include the Registrable Securities intended to be disposed of in a Registration Statement under the Securities Act so as to permit disposition (in accordance with the reasonable methods in such request) by such Participating Holder (a "Piggyback Registration"). (b) Notwithstanding any provision of this Section 4, if the registration of which the Company gives notice pursuant to Section 4(a) is for an Underwritten Offering and the managing underwriter or underwriters determine in good faith that the total number of Registrable Securities proposed to be included in such an underwriting may offering is such as to materially adversely affect the success of such offering, then priority for inclusion shall be (1) first to any Requesting Holder exercising demand registration rights, (2) second to the Company for securities being sold for its own account, and (3) third to those Participating Holders exercising piggyback registration rights; PROVIDED, HOWEVER, that the amount of securities of any Participating Holder and such other holders (other than a Requesting Holder exercising demand registration rights) shall be reduced (or limited PRO RATA among such Participating Holders and such other holders in proportion to the Buyer and its successors or assigns and the holders amount (by value) of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested sought to be registered by each each, to the extent necessary to reduce the total amount of them) Registrable Securities to be included in such offering to the amount that, in the reasonable opinion of such managing underwriter or underwriters, can be sold without materially adversely affecting the success of such offering; and PROVIDED FURTHER, HOWEVER, that if it is necessary for the EL Trust to participate in the Underwritten Offering for the purpose of raising cash to pay for estate and inheritance taxes, the EL Trust's participation in the Underwritten Offering shall not be reduced or limited to the extent that the trustees of the EL Trust certify that the proceeds from the sale of Registrable Securities included in the applicable registration are used to pay estate, inheritance and succession taxes, and all generation-skipping transfer taxes imposed on any direct skip as defined in Section 2612(c) of the Internal Revenue Code of 1986, as amended (but not including any generation-skipping transfer taxes imposed on any direct skip resulting from a disclaimer or exercise of a power of appointment), including all interest in respect of any such taxes, payable by reason of the death of Mrs. Estee Lauder ("Mrs. Lauder") in respect of any property whether or nox xxxxxxx xxder xxx xxxx (collectively, "Death Taxes") and all funeral expenses, debts (incurred for the purposes of administering the estate or the payment of taxes) and expenses of administering the estate of Mrs. Lauder (collectively, "Administration Expenses"); PROVIDED FURTHXX, XXXXXXX, that if such proceeds will not be so used, then the EL Trust's participation may be reduced or limited as provided herein first in respect of the Registrable Class A Common Stock and thereafter in respect of the Registrable Preferred Stock. (c) If any Participating Holder elects not to participate in any underwriting in which it had previously requested the registration described in Section 4(a), the Participating Holder may elect to withdraw therefrom by delivering written notice to the Company and the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for exampleunderwriters, if Seller shall file any, at least 30 days prior to the planned effective date of such Piggyback Registration. (d) Notwithstanding anything to the contrary contained herein (i) an EL Trust Pledgee may only participate in a registration statement under Rule 415 Piggyback Registration after a default by the EL Trust in respect of its obligations to the EL Trust Pledgee secured by Registrable Securities Act without the services or engagement and (ii) Morgan may only participate in a Piggyback Registration after a defauxx xx RSL in respect of any underwriter. This "piggy-back" registration right shall not apply his obligations to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planMorgan secured by Registrable Securities.

Piggyback Registration. If(a) Except for a demand registration as set forth in Section 3 and subject to SECTIONS 5 AND 6, if at any time(s) after time the date hereof, Seller shall determine Company proposes to register for any offering of shares of its own account or the account of any other(s) capital stock under the Securities Act Act, and if such registration is to be on a form of the Commission that may include, or is at any time amended or changed to such a form that may include the shares of the Company's capital stock (other than (i) a registration on Form S-4 or S-8 or any successor form to such Forms, (ii) in connection with merger, acquisitions, exchange offers or comparable transactions, or (iii) any registration of securities as it relates to an offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), the Company will at any such time give written notice (a "PIGGYBACK NOTICE") to all Holders of Common Stock and any Warrantholders of its equity securitiesintention so to do at least thirty (30) days prior to the filing of said registration statement. (b) If the managing underwriter, it participating in the sale and distribution of the Company's securities covered by said registration statement agrees that a certain number of shares of Common Stock (the "PERMISSIBLE SECONDARY SHARES") may be included in the offering covered by the registration statement, the Company's Piggyback Notice shall send afford the Holders of Common Stock and any Warrantholder an opportunity to Buyer (or its successor elect to include in interest) written notice such registration the Permissible Secondary Shares owned by them. Each Holder of such determination and, if within Common Stock and any Warrantholder shall have twenty (20) days after receipt of the Company's Piggyback Notice to notify the Company in writing of the number of shares of Common Stock (the "ELECTED SHARES") which such notice, Buyer (or its successor Holder of Common Stock and any Warrantholder elects to include in interest or transferee) the offering and such Elected Shares shall so request be included in writing, Seller shall the offering. If the aggregate number of Elected Shares that the Holders thereof desire to include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, filing exceeds the number of registrable securities Permissible Secondary Shares, then each Holder of Common Stock and any Warrantholder electing to participate in such Piggyback Registration shall be subject to a reduction in the number of shares included in such an underwriting registration on a pro-rata basis. Such managing underwriter may be reduced (PRO RATA among increase or decrease the Buyer and its successors or assigns and the holders number of the other registrable securities contemplated being Permissible Secondary Shares at any time until all shares included in such registrations based on the number of registrable securities requested to be registered registration shall have been sold by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.such

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period (except in connection with the Conversion Share Registration Rights Agreement and the Preferred Investor Registration Statement), (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (a "Proposed Registration") other than a registration statement on Form S-8 or Form S-4 or any successor or other forms promulgated for similar purposes and (ii) a Registration Statement covering the sale of its equity securitiesall of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have ten (2010) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolders. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offeringunderwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, to engage the services managing underwriter(s) thereof shall impose a limitation on the number of an underwriter, as, for example, if Seller shall file shares of Common Stock which may be included in a registration statement under Rule 415 because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then, after inclusion of shares as to which the Company is as of the date hereof contractually obligated to register the Company shall be obligated to include in the registration statement, on a pro rata basis with other holders of registration rights outstanding prior to the date hereof, only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in the registration statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe registration statement.

Piggyback Registration. If, (i) If the Corporation at any time(stime after June 1, 1998 and subsequent to an initial public offering ("Secondary Offering") after the date hereof, Seller shall determine proposes to register for any of its own account or the account of any other(s) securities under the Securities Act any of its equity securities(other than in connection with a merger or pursuant to Form S-8 or other comparable form not available for registering the Shares (sometimes hereinafter referred to as "Registrable Shares") for sale to the public), it shall send the Corporation shall, at least sixty (60) days prior to Buyer (or its successor in interest) such filing, give written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) proposed filing to the Subscriber at the address set forth herein and shall so request in writing, Seller shall offer to include in such registration statement all any of the Conversion Registrable Shares or Warrant Shares (including shares covered which Subscriber may own on the proposed date of filing of such registration statement. Upon receipt by the Notes and/or Warrants Company, not less than fifteen (15) days prior to the extent Seller receives appropriate assurances proposed filing date, of a request for inclusion of any such shares, the Company shall include such Shares in such registration statement, subject to any lock-up or other limitations that may be imposed by an underwriter if such Notes or Warrants will offering is an underwritten public offering. (i) The Corporation shall not be converted or exercised upon required to include any of the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, Subscriber's Registrable Shares in the event that any registration shall be, in whole or in part, statement relating to an underwritten offering, offering of the number Corporation's securities unless the Subscriber accepts the terms of registrable securities to be included in such an the underwriting may be reduced (PRO RATA among as agreed upon between the Buyer and its successors or assigns Corporation and the holders of underwriters selected by it (provided such terms are usual and customary for selling stockholders) and the other registrable securities contemplated being included Subscriber agrees to execute and/or deliver such documents in connection with such registrations based on registration as the number of registrable securities requested to be registered by each of themCorporation or the managing underwriter may reasonably request. (ii) if and to the extent that If the managing underwriter shall be restrict the amount of the good faith opinion (expressed Subscriber's Registrable Shares which can be included in writing) that a Secondary Offering, then the balance of such inclusion would reduce the number of registrable securities Registrable Shares shall continue to be offered by Seller or otherwise adversely affect fully subject to the terms and rights of this Agreement, which specifically includes piggyback rights in any subsequent Secondary Offering, until all such offering. Nothing herein shall be construed so as to require SellerRegistrable Shares have been registered. (iii) The Corporation may, in connection with any proposed offeringits sole discretion and without the consent of the Subscriber, to engage the services of an underwriter, as, for example, if Seller shall file a withdraw such registration statement under Rule 415 of and abandon the Securities Act without proposed Secondary Offering in which the services or engagement of any underwriter. This "piggy-back" registration right Subscriber had requested to participate, but such abandonment shall not apply preclude subsequent request for registration pursuant to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthis Section 4.

Piggyback Registration. If, (a) If at any time(s) after time or from time to time prior to the date hereof, Seller shall determine fifth anniversary of an IPO the Company proposes to register file a registration statement under the 1933 Act with respect to an offering by the Company for its own account or for the account of any other(s) under other Person of any class of equity security of the Securities Act Company, including any of its security convertible into or exchangeable for any such equity securitiessecurity, it then the Company shall send to Buyer (or its successor in interest) each case give written notice of such determination andproposed filing to the Holder at least thirty days before the anticipated filing date, if within twenty and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request (20) days after receipt a "Piggyback Registration"). The Company shall use reasonable diligence to cause the managing underwriter or underwriters of such notice, Buyer (or its successor a proposed underwritten offering to permit the Holder to include the Registrable Securities requested by the Holder to be included in interest or transferee) shall so request in writing, Seller shall include the registration statement and in such registration statement all offering on the same terms and conditions as any similar securities of the Conversion Shares or Warrant Shares Company included therein (including shares covered by the Notes and/or Warrants except to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon provided otherwise in the effectiveness of such registration) held by Buyer (or its successor in interest or transfereePecks Registration Rights Agreement), and requested to be registeredthe extent permitted by applicable law. Notwithstanding the foregoing, in if the event managing underwriter or underwriters of such offering informs the Company and the Holders requesting such registration by letter of its belief that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities requested to be included in such registration (the "Requested Securities") exceeds the number which can be sold in (or during the time of) such offering or that the inclusion would adversely affect the marketing or the selling price of the securities to be sold, then the amount or kind of Requested Securities to be offered for the accounts of all Persons whose shares of Requested Securities were requested to be included in such offering shall be reduced pro rata with respect to each such Person to the extent necessary to reduce the total amount of securities to be included in such an underwriting may be reduced offering to the amount recommended by such managing underwriter, such a reduction not to include (PRO RATA among i) if the Buyer and its successors or assigns and registration initially occurs at the holders insistence of the other registrable securities contemplated being included in such registrations based on Company, shares of the number of registrable securities requested to be registered by each of themCompany, (ii) if and such registration occurs due to a demand registration right, shares of the Person making that demand, or (iii) shares of the Purchaser under the Pecks Registration Rights Agreement, to the extent that provided otherwise in such Pecks Registration Rights Agreement. (b) Notwithstanding anything to the managing underwriter contrary contained in Section 2.1(a), the Company shall not be of required to include Registrable Securities in any registration statement pursuant to this Section 2.1 if the good faith opinion proposed registration is (expressed in writingi) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit incentive compensation plan or of securities issued or issuable pursuant to any such plan, (ii) a registration of securities issued or issuable pursuant to a stockholder reinvestment plan or other similar plan, (iii) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (iv) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's stockholders from a coercive or other attempt to take control of the Company. (c) The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of the Holder notwithstanding the request of the Holder to participate therein in accordance with this provision, if the Company determines that such action is in the best interests of the Company and its stockholders (for this purpose, the interests of the Holder shall not be considered except generally as a stockholder).

Piggyback Registration. If, (a) If at any time(s) after time the date hereofCompany determines that it will file a Registration Statement for any public offering of its securities, Seller shall determine to register either for its own account or the account of any other(s) under security holder (a "PIGGYBACK REGISTRATION"), then the Securities Act any of its equity securities, it Company shall send to Buyer (or its successor in interest) give written notice to each Holder, at least 45 days in advance of filing such Registration Statement, that such filing is expected to be made (the "PIGGYBACK Notice"). Such Notice shall also be given by the Company to all other holders of the Company's securities that are entitled to registration rights with respect to such securities and all such holders shall be offered the opportunity to have such securities included in the Piggyback Registration. Such Notice to each Holder shall be deemed to be confidential information about the Company and the Holder hereby agrees to maintain the confidentiality of such determination andinformation and shall not, if within twenty directly or indirectly, take any action (20) days after receipt including, without limitation, the purchase or sale of the Company's securities), with respect to such information that is inconsistent with the confidential nature of such noticeinformation. Upon the written request of any Holder received by the Company no later than 30 days following the Piggyback Notice (the "PIGGYBACK REQUEST"), Buyer (or its successor and subject to the conditions set forth in interest or transferee) shall so request in writingthis Section 2, Seller the Company shall include in such registration statement all Registration Statement all, but not less than all, of the Conversion Shares Registrable Securities held by such Holder for the purpose of registering those Registrable Securities for sale by or Warrant Shares for the account of such Holder. The Company shall have exclusive control over the filing, amending, withdrawal and other actions regarding such Registration Statement in accordance with the provisions of Section 2(c) hereof. The Company shall have no obligation to give notice to any Holder with respect to the filing of, or to include any Registrable Securities for any Holder in, any Registration Statement on Form S-4 or Form S-8 (including shares covered or successor forms thereto). (b) If (i) the securities to be sold by the Notes and/or Warrants Company pursuant to a Registration Statement described in Section 2(a) hereof or (ii) none are to be sold by the extent Seller receives appropriate assurances that Company then, if the majority of the securities to be sold by others pursuant to any such Notes or Warrants will Registration Statement, are to be converted or exercised sold in any underwritten public offering and are of the same class as the Registrable Securities, the right of any Holder to have the Registrable Securities included in the same Registration Statement may be conditioned upon the effectiveness inclusion of such registration) held by Buyer (Holder's Registrable Securities in the same underwriting. The Company, all Selling Holders and all other security holders proposing to sell securities in such underwriting shall enter into an underwriting agreement in customary form with the underwriter or its successor in interest or transfereeunderwriters. Notwithstanding any other provisions of this Section 2(b), if the managing underwriter, which shall be a reputable and requested to be registered. Notwithstanding experienced firm selected by the foregoingCompany, in the event determines that any registration shall be, in whole or in part, an underwritten offering, marketing factors require a limitation of the number of registrable securities to be included in the underwriting, the managing underwriter, in its sole discretion, may either eliminate all Registrable Securities from such an underwriting may be reduced (PRO RATA among the Buyer and its successors underwriting, or assigns and the holders of the other registrable securities contemplated being included in such registrations based on ratably limit the number of registrable securities requested Registrable Securities to be registered included in the underwriting for all Selling Holders. The Company shall advise all Holders who shall have requested inclusion of their Registrable Securities in the same underwriting of the aggregate number of Registrable Securities that may be included for all Selling Holders. Such aggregate number shall be allocated among all such Selling Holders in proportion, as nearly as practical, to the number of Registrable Securities for which each Selling Holder requested registration. No Registrable Securities excluded from an underwriting by each reason of themsuch marketing limitation shall be included in the Registration Statement. If any Holder disapproves of the terms of the underwriting, he may elect to withdraw his Registrable Securities by giving written notice to the Company and the managing underwriter. After receiving any such Notice, the Company shall withdraw those Registrable Securities from the Registration Statement. If a withdrawal of Registrable Securities or any withdrawal of other securities (except a complete withdrawal of all securities that were to be sold by the Company, in which case the Company may withdraw the Registration Statement in its entirety) if makes it possible, within the marketing limitation set by the managing underwriter and the Company, to include in the underwriting a greater number of Registrable Securities held by other Selling Holders participating in such underwriting, then to the extent that practical, without delaying the managing underwriter underwriting, the Company shall be offer to all Selling Holders who then have Registrable Securities included in the underwriting an opportunity to include additional Registrable Securities in the proportion previously described in this Section 2(b). (c) After filing such Registration Statement, the Company shall use its best efforts and shall take all appropriate actions to cause such Registration Statement to become effective as soon as practical. After such Registration Statement becomes effective, the Company shall use its best efforts and shall take all appropriate actions to maintain the effectiveness of such Registration Statement for such reasonable period, not exceeding 15 months, as the good faith opinion (expressed Selling Holders participating in writing) that such inclusion would reduce the number of registrable securities registration may require to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, complete their contemplated sales in connection compliance with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without Act. So long as the services or engagement Registration Statement remains in effect, the Company shall furnish to the Selling Holders participating in such registration and their underwriters such quantities of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely each prospectus included in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Registration Statement as they may reasonably request.

Piggyback Registration. If, at any time(s) after time prior to April , 2000, the date hereof, Seller shall determine Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of any other(s) under other security holders (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities Act any for sale to the public), each such time it will give written notice thereof to Holders of its equity securitiesintention so to do (such notice to be given at least fifteen (15) days prior to the filing thereof). Upon the written request of any such Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof, it shall send to Buyer received by the Company within ten (or its successor in interest) written notice of such determination and, if within twenty (2010) days after receipt giving of any such. notice by the Company, to register any of such noticeHolder's Registrable Securities, Buyer (or the Company will use its successor reasonable efforts, subject to Section 2(b) below, to cause the Registrable Securities as to which registration shall have been so requested to be included in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares securities to be covered by the Notes and/or Warrants Registration Statement proposed to be filed by the Company, all to the extent Seller receives appropriate assurances that such Notes requisite to permit the sale or Warrants will be converted or exercised upon other disposition by the effectiveness Holder (in accordance with its written request) of such registrationRegistrable Securities so registered ("Piggyback Registration Rights"); PROVIDED, that (i) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any if such registration shall be, in whole or in part, involves an underwritten offering, all Holders requesting to be included in the number Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, at any time after giving written notice of registrable its intention to register any securities pursuant to this Section 2(a) and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 2(a) involves an underwritten public offering, any Holder requesting to be included in such an underwriting registration may be reduced (PRO RATA among elect, in writing prior to the Buyer and its successors or assigns and the holders effective date of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, registration statement filed in connection with any proposed offeringsuch registration, not to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity register such securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition such registration. The foregoing provisions notwithstanding, (i) the Company may withdraw any registration statement referred to in this Section 2(a) without thereby incurring any liability to the Holders, and (ii) the inclusion of any entity or business or securities issuable in connection with a stock option or other employee benefit planshares of Registrable Securities under such Piggyback Registration Rights is subject to the cut-back provisions of Section 2(b) below.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity, it shall send to Buyer or a registration statement on Form S-3 covering the resale of securities issued in connection with a corporate acquisition) (or its successor in interesta "Proposed Registration") and (ii) --------------------- a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice of such determination and, if within Proposed Registration. Each Holder shall have twenty (20) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that -------- ------- withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed underwritten public offering for the account of the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plansuch Registration Statement.

Piggyback Registration. IfFrom and after January 24, 2001 to January 24, 2003, if the Company at any time(s) after the date hereof, Seller shall determine time proposes to register for any of its own account or the account shares of any other(s) Common Stock under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) for sale to the public (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the holder of the outstanding Registrable Securities of its equity securities, it shall send intention to Buyer do so. Upon the written request of the holder of the Registrable Securities given within thirty (or its successor in interest) written notice of such determination and, if within twenty (2030) days after receipt transmittal by the Company to the holder of such notice, Buyer the Company will, subject to the limits contained in this Section 3, use its best efforts to cause such Registrable Securities of the holder to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent requisite to permit such sale or other disposition by the holder of the Registrable Securities so registered; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by Persons other than the Company (or its successor collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including the holder of shares of Registrable Securities) pursuant to a contractual, "piggyback" right to include such securities in interest or transferee) a registration statement to a number deemed satisfactory by such managing underwriter provided that no reduction shall so request be made in writingthe amount of Registrable Securities offered for the account of the holder of Registrable Securities unless such reduction is imposed pro rata with respect to all securities whose holders have a contractual, Seller shall "piggyback" right to include such securities in the registration statement as to which inclusion has been requested pursuant to such right; provided, however, that there is first excluded from such registration statement all shares of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities Common Stock sought to be included in such an underwriting may be reduced therein by (PRO RATA among the Buyer and its successors i) any Management Holder or assigns and the holders any officer or employee of the other registrable securities contemplated being included in Company or any subsidiary of the Company, (ii) any holder thereof not having any such registrations based on the number of registrable securities requested to be registered by each of themcontractual, registration rights, and (iii) if any holder thereof having contractual, registration rights subordinated and junior to the extent that the managing underwriter shall be rights of the good faith opinion (expressed in writing) that such inclusion would reduce the number holder of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planRegistrable Securities.

Piggyback Registration. IfHolder's rights under this Agreement commence after the last closing described in the Offering Documents and terminates on the second anniversary of this Agreement, unless earlier terminated pursuant to Section 9(a) hereof (the "PIGGYBACK REGISTRATION PERIOD"). If the Company at any time(s) after time during the date hereof, Seller shall determine Piggyback Registration Period proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement associated with the merger of the Company with a public company or similar transaction or in connection a Registration Statement for an initial public offering of the Company's Common Stock or a registration on Form-S-4, Form S-8 or other limited purpose form), then in each instance, it will give written notice to all Holders of Restricted Stock of its intention to file a Registration Statement, PROVIDED, HOWEVER, that for the purposes of this sentence, the Company shall treat the Holders in the same manner and IN PARI PASSU with all other holders of unregistered capital stock of the Company who (i) have registration rights with respect to such stock or (ii) presently or at any other(s) under time hereafter are officers, directors, or 5% shareholders of the Securities Act Company, or any affiliate, successor, or assign thereof. Upon the written request of any such Holders, given within 20 days after the date of any such notice, to register any of its equity securitiesRestricted Stock (which request shall state the intended method of disposition thereof), it the Company will use its best efforts to cause the Restricted Stock as to which registration shall send have been so requested to Buyer (or its successor be included in interest) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares securities to be covered by the Notes and/or Warrants Registration Statement proposed to be filed by the Company all to the extent Seller receives appropriate assurances that such Notes requisite to permit the sale or Warrants will be converted or exercised upon other disposition by the effectiveness Holders (in accordance with their written request) of such registration) held by Buyer (or its successor in interest or transferee), and requested to be Restricted Stock so registered. Notwithstanding The Company may withdraw any such Registration Statement before it becomes effective or postpone the foregoingoffering of securities contemplated by such Registration Statement without any obligation to the Holders of any Restricted Stock. Anything herein to the contrary notwithstanding, the Company shall be required to include Holders' Restricted Stock in no more than two Registration Statements, which have been filed during the Piggyback Registration Period. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten offeringpublic offering of Common Stock, any request by Holders pursuant to this Section 4 to register Restricted Stock shall specify that such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. The number of registrable securities shares of Restricted Stock to be included in such an underwriting may be reduced cut back (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of themrequesting Holders) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce adversely affect the number marketing of registrable the securities to be offered sold by Seller the Company therein. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling Holder of Restricted Stock does not elect to sell his, her, or otherwise adversely affect such offering. Nothing herein shall be construed so as its Restricted Stock to require Seller, the underwriters of the Company's securities in connection with any proposed such offering, such Holder shall refrain from selling such Restricted Stock not registered pursuant to engage this Section 4 during the services period of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 distribution of the Securities Act without Company's securities by such underwriters and the services or engagement of period in which the underwriting syndicate participates in the after market; PROVIDED, HOWEVER, that such Holder shall, in any underwriter. This "piggy-back" registration right shall not apply event, be entitled to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely sell its Restricted Stock in connection with an acquisition such registration commencing on the 180th day after the effective date of any entity or business or securities issuable in connection with a stock option or other employee benefit plansuch Registration Statement.

Piggyback Registration. If, If the Company at any time(s) time after the date hereofinitial public offering of the Company's Common Stock pursuant to an effective registration under the Securities Act, Seller shall determine proposes to register for any of its own account or the account of any other(s) securities under the Securities Act for sale to the public (except pursuant to a demand under Section 2 hereof and except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the written request of any of its equity securitiessuch holders of the Registrable Securities, it shall send to Buyer (or its successor in interest) written notice of such determination and, if given within twenty (20) days after receipt by such Person of such notice, Buyer (the Company will, subject to the limits contained in this Section 4, use its best efforts to cause all such Registrable Securities of said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or its successor other disposition of said Registrable Securities; PROVIDED, HOWEVER, that if the Company is advised in interest or transferee) shall so request writing in writing, Seller shall include good faith by any managing underwriter of the Company's securities being offered in a public offering pursuant to such registration statement all of that the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested amount to be registered. Notwithstanding sold by persons other than the foregoingCompany (collectively, in "Selling Stockholders") is greater than the event that any registration shall be, in whole or in part, an underwritten amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and PROVIDED FURTHER, that the shares to be excluded shall be determined in the following order of registrable priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Registrable Securities sought to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and by the holders of thereof as determined on a pro rata basis (based upon the other registrable securities contemplated being included in such registrations based on the aggregate number of registrable securities requested to be registered Registrable Securities held by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planholders).

Piggyback Registration. If, The Parent agrees that if at any time(s) after time prior to the date hereofthird anniversary of the Effective Time one or more of its officers, Seller shall determine directors or holders of its outstanding Parent Common Stock intend to register offer equity securities to the public for its own account or the account cash pursuant to any type of any other(s) registration under the Securities Act any of its equity securitiesAct, it shall send to Buyer (or its successor the Parent will notify the Holders in interest) written notice of such determination and, if within writing at least twenty days (20) days after receipt prior to the initial filing of a registration statement relating to such noticeoffering with the SEC (the "Piggyback Registration Statement"). Thereafter, Buyer (or the Parent will use its successor in interest or transferee) shall so request in writing, Seller shall best efforts to include in such registration statement all statement, in accordance with the Securities Act, such Registrable Shares as any Holder of such Registrable Shares shall request within ten (10) days of receipt of notification from the Parent of its intention to file such registration statement; PROVIDED, that the inclusion thereof will not preclude the Parent's use of the Conversion Shares or Warrant Shares (including shares covered registration form intended to be utilized by the Notes and/or Warrants Parent and FURTHER PROVIDED, that the selling shareholders will agree, if requested by the underwriter, not to sell those of their Registrable Shares not included in such registration statement for 180 days following the extent Seller receives appropriate assurances effective date of the registration statement; and FURTHER PROVIDED that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, foregoing requirements shall not apply in the event that the Parent proposes to file a registration statement in connection with (i) any registration shall beissuance of securities pursuant to any stock option, stock purchase or other employee benefit plan; or (ii) any issuance of securities in whole connection with any business combination, whether by way of merger, consolidation, purchase of stock or in part, assets or otherwise. If the Registration Statement under which the Parent gives notice under this Section 12.4 is for an underwritten offering, the number Parent shall so advise the Holders of registrable securities Registrable Shares. In such event, the right of any such Holder to be included in a registration pursuant to this Section 12.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting may be reduced (PRO RATA among agreement in customary form with the Buyer and its successors underwriter or assigns and underwriters selected for such underwriting by the holders Parent. Notwithstanding any other provision of this Section 12.4, if the other registrable securities contemplated being included underwriter determines in such registrations based on good faith that marketing factors require a limitation of the number of registrable securities requested shares to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce underwritten, the number of registrable shares that may be included in the underwriting shall be allocated, first, to the Parent; and second, to the Holders and any other shareholder of the Parent electing to include shares therein on a pro rata basis based upon the total number of shares of Parent Common Stock held by such persons. No such reduction shall reduce the securities being offered by the Parent for its own account to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, included in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planand underwriting.

Piggyback Registration. If, (a) If the Company at any time(s) after the date hereof, Seller shall determine time proposes to register for any of its own account or the account of any other(s) securities under the Securities Act any Act, other than pursuant to a Special Registration Statement or, with respect to holders of its equity securitiesSeries C Preferred Stock or Series C Conversion Stock only, in connection with an Initial Public Offering, it shall send each such time promptly give notice to Buyer (or the holders of the Registrable Securities of its successor in interest) written notice of such determination intention to do so, and, if upon the written request, given within twenty thirty (2030) days after receipt of any such notice, Buyer of any such holder to register any of its Registrable Securities, the Company shall (subject to SECTION 7.1(b)) use its best efforts to cause all Registrable Securities with respect to which holders shall have so requested registration to be registered under the Securities Act, promptly upon receipt of the written request of such holders for such registration, all to the extent required to permit the sale or other disposition by the holders of the Registrable Securities so registered in the manner contemplated by such registration statement. (b) If any registration pursuant to this SECTION 7.1 is an underwritten registration, and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included in such registration by the Holders and the Management Stockholders exceeds the number which can be sold in such offering without adversely affecting the offering of securities by the Company for its successor in interest or transferee) shall so request in writingown account, Seller the Company shall include in such registration statement all Registrable Securities in the following order of priority (assuming any such securities are included), unless the Holders holding a majority of the Series A Conversion Shares or Warrant Shares Stock, Series B Conversion Stock and Series C Conversion Stock voting together as a class otherwise agree: (including shares covered by i) first, the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and Registrable Securities requested to be registered. Notwithstanding included therein by each Holder, PRO RATA among such Holders on the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, basis of the number of registrable securities Registrable Securities held by each such Holder, up to the number of Registrable Securities that will result in aggregate net proceeds to such Holder equal to (A) the Original Series A Purchase Price for any Holder who is a Series A Stockholder, (B) the Original Series B Purchase Price for any Holder who is a Series B Stockholder and (C) the Original Series C Purchase Price for any Holder who is a Series C Stockholder; (ii) second, the Registrable Securities requested to be included in such an underwriting may be reduced (therein by each Management Stockholder, PRO RATA among such Management Stockholders on the Buyer basis of the number of Registrable Securities held by each such Management Stockholder, up to such number of Registrable Securities that will result in aggregate net proceeds to such Management Stockholder from all offerings equal to his proportionate share of the $2,000,000 valuation for all Management Stockholders' securities; PROVIDED, that in no event shall the number of Registrable Securities included in the offering by the Holders and Management Stockholders exceed the number of securities, if any, that the underwriters determine would not adversely affect the orderly sale and distribution of the securities being sold by the Company for its successors or assigns own account. Any Registrable Securities that are available for registration after the allocations under clauses (i) and (ii) of this SECTION 7.1(b) shall be allocated among the Holders and Management Stockholders requesting registration on a PRO RATA basis. If the Holders elect not to register the maximum number of Registrable Securities allocated to them under clause (i) of this SECTION 7.1(b), then excess Registrable Securities not registered by them shall be allocated to the Management Stockholders on a PRO RATA basis. Similarly, if the Management Stockholders elect not to register the maximum number of Registrable Securities allocated to them under clause (ii) of this SECTION 7.1(b), then the excess Registrable Securities not registered by them shall be allocated to the Holders on a PRO RATA basis. (c) Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this SECTION 7.1 without thereby incurring any liability to the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planRegistrable Securities.

Piggyback Registration. If (but without any obligation to do so) the Company proposes to register with the SEC any of the Common Stock under the Regulations of the SEC (other than pursuant to a request under Section 4(a) and other than securities to be issued pursuant to a stock option or other employee benefit or similar plan, or in connection with a merger, acquisition, or a Rule 145 transaction), the Company shall, as promptly as practicable, but at least 30 days prior to the filing of the applicable registration statement give written notice to the Warrantholder of its intention to effect such registration. If, at any time(s) after the date hereof, Seller shall determine to register for its own account or the account of any other(s) under the Securities Act any of its equity securities, it shall send to Buyer (or its successor in interest) written notice of such determination and, if within twenty (20) 20 days after receipt of such noticenotice and after the Commencement Date but before the Expiration Date, Buyer (or its successor in interest or transferee) shall so the Warrantholder submits a written request in writing, Seller shall include in such to the Company specifying Prior to filing a registration statement all pursuant to the Regulations under which the shares of Common Stock issuable upon exercise of this Warrant may be included, the Company shall give reasonable notice to the holder(s) of this Warrant or such shares of Common Stock and shall allow such shares of Common Stock of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities Warrantholder to be included in such an underwriting may registration statement subject to the following terms and conditions: (i) such shares need not be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) any underwritten offering if and to the extent that the managing underwriter shall be determines in its best judgment that their inclusion would impair the success of the good faith opinion offering provided that (expressed A) if other selling stockholders without contractual registration rights have requested registration of securities in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, the Company will reduce or eliminate such securities held by selling stockholders without registration rights before any reduction or elimination of Registrable Stock; and (B) any such reduction or elimination (after taking into account the effect of clause (A)) shall be pro rata to engage all other selling stockholders with contractual registration rights; (ii) if shares of Registrable Stock are included in such registration, to the services of an extent requested in writing by a managing underwriter, asif any, of any registration effected pursuant to Section 4(a) or (c), each holder of Registrable Stock agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for exampleany equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, if Seller not to exceed 180 days, provided that in no event shall file such "lockup" period applicable to the Warrantholder exceed the length of the shortest "lockup" period applicable to any other person including shares in such registration (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 (if reasonably acceptable to such managing underwriter) or S-8 (Form S-8, or their then-equivalent forms) any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding derivative security relating to securities Common Stock) to use its reasonable bests efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree); and (iii) the Company shall have no obligation pursuant to this Section if at the time the registration statement is proposed to be issued solely in connection with an acquisition filed the holders may freely sell the shares of any entity or business or securities Common Stock issuable in connection with a stock option or other employee benefit planupon exercise of this Warrant pursuant to the Regulations of the SEC.

Piggyback Registration. If, (a) If ActivCard at any time(s) after the date hereof, Seller shall determine time proposes for any reason to register for its own account or the account of any other(s) Ordinary Shares under the Securities Act (other than a registration relating to the initial public offering of Ordinary Shares by Activcard (including Ordinary Shares in the form of American Depositary Shares) in the United States, a registration relating solely to employee benefit plans, or a registration on registration statement Form X-0, Xxxx X-0 or any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of its equity securitiesRegistrable Securities, in each case, promulgated under the Securities Act or any successor forms thereto), it shall send to Buyer (or its successor in interest) give written notice to the holders of Registrable Shares of its intention to so register such Ordinary Shares at least 30 days before the initial filing of such determination and, if within twenty (20) days after receipt registration statement. Upon the written request of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall the holders of Registrable Shares to include Registrable Shares in such registration statement all (which request (i) must be delivered to ActivCard within 15 days after delivery by ActivCard of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants any notice pursuant to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transfereethis Section 3(a), and requested to be registered. Notwithstanding the foregoing, in the event that any registration (ii) shall be, in whole or in part, an underwritten offering, specify the number of registrable securities Registrable Shares proposed to be included in such an underwriting may registration and (iii) shall state that such holders of Registrable Shares desire to sell such Registrable Shares in the public securities markets), ActivCard shall use its best efforts to cause all such Registrable Shares to be reduced included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; PROVIDED, HOWEVER, that if the managing underwriter advises ActivCard that the inclusion of all Registrable Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by ActivCard, then the number of Primary Shares, Registrable Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Primary Shares and any Ordinary Shares owned by Xxx Xxxxxxx as of such date; and (ii) second, the Registrable Shares and Other Shares requested to be included in such registration (or, if necessary, such Registrable Shares and Other Shares PRO RATA among the Buyer and its successors or assigns and holders thereof based upon the holders of the other registrable securities contemplated being included in such registrations based on the aggregate number of registrable securities Registrable Shares and Other Shares requested to be registered by each such holder). (b) If the registration of them) if which ActivCard gives notice is for an underwritten registered public offering, ActivCard shall so advise the holders as part of the written notice given pursuant to Section 3(a). In such event, the right of any holder to registration pursuant to this Section 3 shall be conditioned upon such holder's participation in such underwritten offering and the inclusion of such holder's Registrable Securities in the underwritten offering to the extent that provided herein. All holders proposing to distribute Registrable Shares through such underwritten offering shall (together with ActivCard and the managing other shareholders distributing their securities through such underwritten offering) enter into an underwriting agreement in customary form with the underwriter selected by ActivCard. If any holder disapproves of the terms of any such underwritten offering, he may elect to withdraw therefrom by written notice to ActivCard and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwritten offering shall be of the good faith opinion withdrawn from such registration. (expressed in writingc) that such inclusion would reduce the The number of registrable securities requests permitted by the holders of Registrable Shares pursuant to be offered by Seller or otherwise adversely affect such offering. Nothing herein this Section 3 shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planunlimited.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity, it shall send to Buyer or a registration statement on Form S-3 covering the resale of securities issued in connection with a corporate acquisition) (or its successor in interesta "Proposed Registration") and (ii) a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice of such determination and, if within Proposed Registration. Each Holder shall have twenty (20) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed underwritten public offering for the account of the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Registration Statement.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement covering the sale ---------------------- of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have thirty (2030) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the -------- ------- right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offering, to engage underwritten public offering for the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition the Registration Statement. Page 44 of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.50 Pages

Piggyback Registration. If, 4.1. If at any time(s) after time the date hereof, Seller shall determine Company proposes to register (including for its own account or this purpose a registration effected by the account Company for holders of any other(sthe Company's securities other than the Holders) securities under the Securities Act any of its equity securitiesin connection with the public offering solely for cash on Form X-0, it shall send to Buyer X-0 or S-3 (or its any comparable or replacement or successor in interest) forms), the Company shall promptly give each Holder of Registrable Securities written notice of such determination and, if registration (a "Piggyback Registration"). Upon the written request of each Holder given within twenty (20) 20 days after receipt following the date of such notice, Buyer (or its successor in interest or transferee) the Company shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities cause to be included in such an underwriting may registration statement and use its best efforts to be reduced registered under the Securities Act all the Registrable Securities that each such Holder shall have requested to be registered; PROVIDED, HOWEVER, that such right of inclusion shall not apply to the registration statement for the Initial Public Offering unless the Underwriters' Representative or Agent expressly consents thereto or unless Bank of America is allowed to sell in the Initial Public Offering. The Company shall have the absolute right to withdraw or cease to prepare or file any registration statement for any offering referred to in this SECTION 4 without any obligation or liability to any Holder. 4.2. If the Underwriters' Representative or Agent shall advise the Company in writing (PRO RATA among with a copy to each Selling Holder) that, in its opinion, the Buyer and its successors or assigns and the holders amount of the other registrable securities contemplated being Registrable Securities requested to be included in such registrations registration would materially adversely affect such offering, or the timing thereof, then the Company will include in such registration, to the extent of the amount and class which the Company is so advised can be sold without such material adverse effect in such offering: first, all securities proposed to be sold by the Company for its own account and, if applicable, all securities proposed to be sold by such holders other PSYCH SYSTEMS HOLDINGS REGISTRATION RIGHTS AGREEMENT than the Holders for which such registration is made, in accordance with the agreement between the Company and such holders; second, the Registrable Securities requested to be included in such registration by Holders pursuant to this SECTION 4 and the Registrable Securities (as such term is defined in the 1998 Warrantholders Agreements) requested to be included in such registration, pro rata based on the number estimated gross proceeds from the sale thereof; third, all other securities being registered pursuant to the exercise of registrable contractual rights comparable to the rights granted in this SECTION 4, pro rata based on the estimated gross proceeds from the sale thereof; and fourth, all other securities requested to be registered by each of them) if and to the extent that the managing underwriter included in such registration. 4.3. Each Holder shall be of the good faith opinion (expressed entitled to have its Registrable Securities included in writing) that such inclusion would reduce the an unlimited number of registrable securities Piggyback Registrations pursuant to be offered by Seller or otherwise adversely affect such offeringthis SECTION 4. 4.4. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage If the services of an underwriter, as, for example, if Seller shall file Company has previously filed a registration statement with respect to Registrable Securities pursuant to SECTION 3 or pursuant to this SECTION 4, and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under Rule 415 of the Securities Act without (except on Form X-0, X-0 or any equivalent or successor forms thereto), whether on its own behalf or at the services or engagement request of any underwriterholder or holders of such securities, until a period of 180 days has elapsed from the effective date of such a previous registration, or, if such registration was for an underwritten offering, such shorter period of days as the Underwriter's Representative or Agent shall have given its consent. 4.5. This "piggy-back" The Company shall have no obligation under SECTIONS 3 and 4 to register any Registrable Securities of a Holder if the Company shall deliver to the Holders requesting such registration right shall an opinion of counsel reasonably satisfactory to such Holders and its counsel to the effect that the proposed sale or disposition of all of the Registrable Securities for which registration was requested does not apply to an offering require registration under the Securities Act for any sales or dispositions of equity securities on Form S-4 or S-8 such shares within the period set forth in Rule 144(e), currently three (or their then-equivalent forms3) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planmonths.

Piggyback Registration. If, If ESAN at any time(s) after the date hereof, Seller shall determine time proposes to register any of its securities under the 1933 Act, whether or not for sale for its own account account, on Form S-1 or any other form of registration statement (other than Form S-4 or Form S-8) then available for the account registration of any other(s) ESAN securities under the Securities 1933 Act any of its equity securities(the “Registration Statement”), it shall send to Buyer each such time give at least thirty (or its successor in interest30) days’ prior written notice to the Holder of its intention to do so (which notice shall include a list of any jurisdictions in which ESAN intends to attempt to qualify such determination and, if securities under the applicable blue sky or other state securities laws. Upon the written request of the Holder (a “Requesting Holder”) made as promptly as practicable and in any event within twenty (20) days after the receipt of any such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder and the intended methods of such disposition), Buyer (or ESAN in each instance shall use its successor in interest or transferee) shall best efforts to effect the registration under the 1933 Act of all Registrable Securities which ESAN has been so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered requested to register by the Notes and/or Warrants Requesting Holder thereof under the 1933 Act and registered or qualified under any applicable state securities laws, all to the extent Seller receives appropriate assurances that required to permit the sale or other disposition (in accordance with such Notes or Warrants will be converted or exercised upon intended methods thereof) of the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested Registrable Securities so to be registered. Notwithstanding the foregoing, in the event ; provided that any (i) if such registration shall be, in whole or in part, involves an underwritten offeringoffering to the public, the number all Holders of registrable securities Registrable Securities requesting to be included in such an underwriting may be reduced ESAN’s registration must sell their Registrable Securities to the underwriters selected by ESAN on the same terms and conditions as apply to ESAN and (PRO RATA among ii) if, at any time after giving notice of its intention to register any securities pursuant to this Section 2(a) and prior to the Buyer and its successors or assigns and the holders effective date of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, Registration Statement filed in connection with such registration, ESAN shall determine for any proposed offeringreason not to register such securities, ESAN shall give written notice to engage the services all Holders of an underwriterRegistrable Securities and, asthereupon, for example, if Seller shall file a registration statement under Rule 415 be relieved of the its obligation to register any Registrable Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plansuch registration without prejudice.

Piggyback Registration. If, (a) If the Partnership or any subsidiary of the Partnership at any time(stime proposes to (i) after the date hereof, Seller shall determine file a prospectus supplement to register an effective shelf registration statement with respect to an Underwritten Offering of Common Units for its own account or (ii) register any Common Units for its own account for sale to the account public in an Underwritten Offering other than, in the case of clause (ii), (A) a registration relating solely to employee benefit plans, (B) a registration relating solely to a Rule 145 transaction, or (C) a registration on any other(sregistration form which does not permit secondary sales, then, as soon as practicable following the engagement of counsel by Partnership to prepare the documents to be used in connection with an Underwritten Offering, Partnership shall give written notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Partnership shall not be required to offer such opportunity to Holders to the extent Partnership has been advised by the Managing Underwriter of such Underwritten Offering that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a materially adverse effect on the price, timing or distribution of the Common Units. The notice required to be provided in this Section 2.4(a) under to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by the Holder. Subject to Section 2.4(b), Partnership shall include in such Underwritten Offering all such Registrable Securities Act (“Included Registrable Securities”) with respect to which Partnership has received requests from Holders (each, a “Participating Holder” and collectively, the “Participating Holders”) within three (3) Business Days after Partnership’s notice has been delivered in accordance with Section 3.1, except that Holders shall have one (1) Business Day after receipt of such notice to request inclusion in the case of a “bought deal” or “overnight” offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its equity securitiesintention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, it Partnership shall send determine for any reason not to Buyer (undertake or to delay such Underwritten Offering, Partnership may, at its successor in interest) election, give written notice of such determination to the Participating Holders and, if within twenty (20i) days after receipt in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Participating Holder shall have the right to withdraw such Participating Holder’s request for inclusion of such notice, Buyer Participating Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Partnership of such withdrawal up to and including the time of pricing of such Underwritten Offering. (b) If the Managing Underwriter or its successor Underwriters of any proposed Underwritten Offering of Common Units included in interest or transferee) shall so request in writing, Seller shall a Piggyback Registration advises Partnership that the total amount of Common Units which the Participating Holders and any other persons intend to include in such registration statement all Underwritten Offering exceeds the number which can be sold in such offering without having an adverse effect on the price, timing or distribution of the Conversion Shares Common Units offered or Warrant Shares (including shares covered by the Notes and/or Warrants to market for the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon Common Units, then the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities Common Units to be included in such an underwriting may Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Partnership can be reduced sold without having such materially adverse effect, with such number to be allocated (PRO RATA i) first to the Partnership and, (ii) second, pro rata among the Buyer Participating Holders and its successors Prior Holders who have requested participation in the Piggyback Registration (based, for each such Participating Holder or assigns Prior Holder, as applicable, on the percentage derived by dividing (A) the number of Registrable Securities proposed to be sold by such Participating Holder or Prior Holder in such offering by (B) the aggregate number of Common Units proposed to be sold by the Participating Holders and Prior Holders participating in the holders of the other registrable securities contemplated being Piggyback Registration to be included in such registrations based offering). (c) The Piggyback Registration rights granted pursuant to this Section 2.4 shall terminate on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be third anniversary of the good faith opinion closing of the Merger. (expressed in writingd) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in In connection with any proposed offeringUnderwritten Offering contemplated under this Agreement, the Partnership shall be entitled to engage select the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services Managing Underwriter or engagement of any underwriterUnderwriters. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in In connection with an acquisition Underwritten Offering under this Section 2.4, each Participating Holder and the Partnership shall be obligated to enter into an underwriting agreement which contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Participating Holder may participate in such Underwritten Offering unless such Participating Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Participating Holder may, at its option, require that any entity or business all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Participating Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Participating Holder shall be required to make any representations, warranties or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Participating Holder and its ownership of the securities issuable being registered on its behalf and its intended method of distribution and any other representation required by law. If any Participating Holder disapproves of the terms of an underwriting, such Participating Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made prior to the time in connection with a stock option the last sentence of Section 2.4(a) to be effective. (e) Each Participating Holder in any Underwritten Offering shall agree in writing not to effect any public sale or other employee benefit plandistribution of Registrable Securities included in the Registration Statement during such period as may be requested by the Managing Underwriter of such Underwritten Offering; provided, that the duration of the foregoing restriction shall be no longer than the duration of the shortest restriction generally imposed by the Managing Underwriter or Underwriters on the officers and directors of the Partnership’s general partner.

Piggyback Registration. If(i) During the Registration Period, at if the Company proposes to file a registration statement covering any time(s) after the date hereofof its securities (other than a registration statement on Form S-8 or any equivalent or successor form), Seller shall determine to register for its own account or for the account of any other(s) under the Securities Act any of its equity securitiesother person, it shall send give notice to Buyer (or its successor in interest) written notice the Holder of such determination andintention. Upon the written request of the Holder, if given within twenty (20) days after receipt of any such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller the Company shall include in such registration statement all of the Conversion Shares or Warrant Shares Registrable Securities (including as defined below) indicated in such request, so as to permit the disposition of the shares covered so registered in the manner requested by the Notes and/or Warrants to Holder. If the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon sale of the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns registration statement is underwritten, and the holders underwriters insist upon limiting the number of securities being registered, then there shall be excluded from such registration Registrable Securities held by the Holder and registrable securities that are held by other shareholders of the other registrable securities contemplated being Company who are entitled to have their shares included in such registrations based on registration (but not Common Stock to be issued by the Company to the public), pro rata among them, to the extent necessary to satisfy such limitation. (ii) Notwithstanding any other provision of this Section 2(b), if the SEC requires the Company to limit the number of its securities being registered under such registration statement, then there shall be excluded from such registration Registrable Securities held by the Holder and registrable securities requested that are held by other shareholders of the Company who are entitled to be registered by each of have their shares included in such registration, pro rata among them) if and , to the extent that necessary to satisfy such limitation. The Holder shall agree not to sell any Registrable Securities included in any public offering for such period as may be required by the managing underwriter SEC. Notwithstanding the provisions of this Section 2(b)(ii), the Company shall be have the right at any time after it shall have given notice to the Holder, to elect not to file any such proposed registration statement. (iii) For the purposes of clarity, if the Holder elects to piggyback a registration for the account of the good faith opinion (expressed in writing) Company or for the account of any other person, and if such registration is not underwritten, the Holder shall not have the right to demand that such inclusion would reduce the number of registrable securities to registration be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services part of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planunderwritten offering.

Piggyback Registration. 3.1. If, at any time(s) after time, the date hereof, Seller shall determine Trust and the Corporation propose to register for its own account or the account of any other(s) securities under the Securities Act any of its equity securities, it shall send to Buyer (or its successor in interest) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a public offering (other than a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent any replacement or successor forms)), the Trust and the Corporation shall promptly give the Holders written notice of such registration. Upon the written request of each Holder given as promptly as practicable but in any event within twenty (20) relating to securities days following the date of such notice, the Trust and the Corporation shall cause to be issued solely included in connection with such registration statement and use their respective reasonable efforts to be registered under the Securities Act all the Registrable Securities that each such Holder shall have requested to be registered; provided, however, that such right of inclusion shall not apply to any registration statement covering an acquisition offering of debt securities or convertible debt securities that does not include an offering of equity securities (other than those underlying such convertible debt securities) (any entity such registration in which Holders participate pursuant to this Section 3.1 being referred to as a "Piggyback Registration"). The Trust and the Corporation shall have the absolute right to delay, withdraw or business cease to prepare or securities issuable file any registration statement for any offering referred to in connection with this Section 3 without any obligation or liability to any Holder, it being understood that any Registrable Securities previously included in any such withdrawn Registration Statement shall not cease to be Registrable Securities by reason of such inclusion or withdrawal. 3.2. If the Underwriters' Representative shall advise the Trust and the Corporation that, in its opinion, the amount of Registrable Securities requested to be included in a stock option Piggyback Registration would adversely affect such offering, or other employee benefit plan.the timing

Piggyback Registration. If, If at any time(s) time after the date hereof, Seller shall determine first anniversary of the Closing Date Parent proposes to register for any of its own account common stock or the account of any other(spreferred stock ("Other Securities") under the Securities Act (other than a registration on Form S-4 or S-8 or any successor form thereto), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities (as defined below) for sale for cash to the public under the Securities Act, it will each such time give prompt written notice to each Stockholder which is the record holder of Registrable Securities (a "Holder") of its equity intention to do so at least 10 business days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. Upon the written request of any such Holder made within five business days after the receipt of Parent's notice (which request shall specify the number of Registrable Securities intended to be disposed of), Parent shall effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which Parent has been so requested to register; provided that: (a) if at any time after giving written notice of its intention to register any securities and prior to the effective date of such registration, Parent shall determine for any reason not to register or to delay registration of such securities, it shall send to Buyer (or Parent may, at its successor in interest) election, give written notice of such determination to the Holders who requested inclusion and, thereupon, (A) in the case of a determination not to register, Parent shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration, Parent shall be permitted to delay registration of any Registrable Securities requested to be included in such registration for the same period as the delay in registering such Other Securities; (i) if the registration referred to in the first sentence of this Section 4 is to be an underwritten primary registration on behalf of Parent, and the managing underwriter advises Parent in writing (with a copy to the Holders who requested registration) that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein, Parent shall include in such registration: (1) all securities Parent proposes to sell for its own account ("the Parent Securities") and (2) up to the full number of Registrable Securities in excess of the number and dollar amount of the Parent Securities which, in the good faith opinion of such managing underwriter, can be a sold without materially and adversely affecting such offering of the Parent Securities (and, if within twenty (20) days after receipt less than the full number of such noticeRegistrable Securities, Buyer allocated pro rata among the Holders of such Registrable Securities on the basis of the number of securities requested to be included therein by each such Holder), and (or ii) if the registration referred to in the first sentence of this Section 4 is to be an underwritten secondary registration on behalf of holders of securities (other than Registrable Securities) of Parent (the "Other Holders"), and the managing underwriter advises Parent in writing (with a copy to the Holders who requested registration) that in its successor in interest or transferee) shall so request in writinggood faith opinion such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein, Seller Parent shall include in such registration statement all the amount of securities (including Registrable Securities) that such managing underwriter advises, allocated pro rata among the Other Holders and the Holders on the basis of the Conversion Shares or Warrant Shares number of securities (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registrationRegistrable Securities) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that included therein by each Other Holder and each Holder; (c) Parent shall not be required to affect any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and Registrable Securities under this Section 4 incidental to the extent that the managing underwriter shall be registration of the good faith opinion (expressed in writing) that such inclusion would reduce the number any of registrable its securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offeringmergers, to engage the services of an underwriteracquisitions, asreincorporation, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services dividend reinvestment plans or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other executive or employee benefit planor compensation plans; and (d) Any Holder desiring to sell Registrable Securities must execute an underwriting or similar agreement and complete and execute all reasonable questionnaires, powers of attorney, indemnities, lock-up letters and other documents reasonably required under the underwriting arrangement. For the purposes of this Section 4 and Section 5, "Registrable Securities" means the shares of Parent Common Stock held by the Stockholders immediately after the Closing under the Merger Agreement, any stock or other securities into which or for which such shares of Parent Common Stock may thereafter be changed, converted or exchanged, and any other securities issued to the Holders of such shares of Parent Common Stock (or such shares into which or for which such shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, share dividend, merger, consolidation or similar transaction, provided that any such securities shall cease to be Registrable Securities if (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with the plan of distribution set forth in such registration statement, (ii) such securities shall have been transferred pursuant to Rule 144, or (iii) such securities are held by a Holder other than a Stockholder and Parent has furnished to such Holder an opinion of counsel, which opinion shall be reasonably satisfactory to such Holder, to the effect that all of such securities are permitted to be distributed by such Holder in one transaction pursuant to Rule 144(k).

Piggyback Registration. If, at any time(s) after time prior to the date hereofexpiration of the Shelf Registration Period, Seller shall determine Newport proposes to register for its own account or the account of file a registration statement with respect to any other(s) under the Securities Act any class of its equity securities, it whether for its own account (other than in connection with a registration statement on Form S-4 or S-8 or any successor or substantially similar form), or for the account of a holder of securities of Newport, other than a Holder, pursuant to demand registration rights granted by Newport to such holder (a “Requesting Securityholder”), or for the registration of securities for sale by Newport on a continuous or delayed basis pursuant to Rule 415, in either case, then Newport shall send to Buyer (or its successor in interest) give written notice of such determination and, if within twenty (20) proposed filing to all Holders at least 20 days after receipt before the anticipated filing date of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registeredstatement. Notwithstanding the foregoing, during the time when the Shelf Registration Statement contemplated by Article III, Section 2(b) is effective and not suspended or withdrawn, then the piggyback registration rights under this Section 4 shall apply only to Underwritten Offerings. In either case, that notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by the Holders included in that registration statement. Each Holder desiring to have its Registrable Securities registered under this Section 4 shall so advise Newport in writing within 15 days after the event date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested). Newport shall use its (i) if such Registration Statement is a primary registration on behalf of Newport, Newport will include in such registration (A) first, all securities to be offered by Newport and (B) second, up to the full amount of securities requested to be included in such registration by the Holders and the Requesting Securityholders having contractual rights to include securities in such underwritten offering (allocated pro rata among the Holders and Requesting Securityholders having contractual rights to include securities in such underwritten offering on the basis of the amount of securities requested to be included therein by each such Holder or Requesting Securityholder), so that any registration shall be, in whole or in part, an underwritten offering, the number total amount of registrable securities to be included in such offering is the full amount that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering; and (ii) if such Registration Statement is an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders underwritten secondary registration on behalf of the other registrable securities contemplated being included such Requesting Securityholders, Newport will include in such registrations based on registration: (A) first, all securities of such Requesting Securityholders requested to be included therein and (B) second, up to the number full amount of registrable securities requested to be registered included in such registration by the Holders and other persons (allocated pro rata among such Holders and such other persons on the basis of the amount of securities requested to be included therein by each of them) if and to the extent such Holder or other person), so that the managing underwriter shall be total amount of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller included in such offering is the full amount, that in the written opinion of such managing underwriter or otherwise underwriters, can be sold without materially and adversely affect such affecting the success of the offering. Nothing herein shall be construed so as Anything to require Sellerthe contrary in this Agreement notwithstanding, Newport may withdraw or postpone a registration statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to any Holder. In addition, this Section 4 is subject to Article III, Section 5(c). If an offering in connection with any proposed which a Requesting Securityholder is entitled to registration under this Section 4 is an underwritten offering, any Requesting Securityholder whose Registrable Securities are included in the Registration Statement shall, unless otherwise agreed by Newport, offer and sell the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to engage this Agreement, on the services same terms and conditions as other shares of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of Common Stock included in the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planunderwritten offering.

Piggyback Registration. If, on or prior to August 15, 2001, the Company at any time(s) after the date hereoftime proposes to file a registration statement with respect to any class of equity securities, Seller shall determine to register whether for its own account or the account of any other(s) under the Securities Act any of its equity securities, it shall send to Buyer (or its successor in interest) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, than in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent formsany successor or substantially similar form), or (A) relating an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan) or for the account of a holder of securities of the Company pursuant to demand registration rights granted by the Company (a "Requesting Securityholder"), other than for the registration of securities for sale on a continuous or delayed basis pursuant to Rule 415, then the Company shall in each case give written notice of such proposed filing to all Holders of Registrable Securities at least fifteen (15) days before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement (each, a "Piggyback Registration"). Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the Company in writing within ten (10) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall use its best reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company in writing that the total amount or kind of securities which the Holders of Registrable Securities, the Company and any other persons or entities intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the amount or kind of securities to be issued solely in connection offered for the accounts of Holders of Registrable Securities shall be reduced PRO RATA, together with an acquisition the amount or kind of securities to be offered for the accounts of any entity other persons requesting registration of securities pursuant to rights similar to the rights of Holders under this Section 4, to the extent necessary to reduce the total amount or business kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters before the securities issuable offered by the Company or any Requesting Securityholder are so reduced. Anything to the contrary in connection with this Agreement notwithstanding, the Company may withdraw or postpone a stock option Registration Statement referred to herein at any time before it becomes effective or other employee benefit planwithdraw, postpone or terminate the offering after it becomes effective without obligation to the Holder or Holders of the Registrable Securities.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have thirty (2030) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offering, to engage underwritten public offering for the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 account of the Securities Act without Company, the services or engagement managing underwriter(s) thereof shall impose a limitation on the number of any underwriter. This "piggy-back" registration right shall not apply to an offering shares of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to Common Stock which may be issued solely included in connection with an acquisition of any entity or business or securities issuable the Registration Statement because, in connection with a stock option such underwriter(s)' judgment, marketing or other employee benefit plan.factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which

Piggyback Registration. If, If at any time(s) after time during the date hereoffive-year period commencing on the Effective Date and ending on May 30, Seller 2008, the Company shall determine to register for its own account or the account of any other(s) others under the Securities 1933 Act any of its equity securities, it other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to Buyer (each Holder of Warrants or its successor in interestShares, who is entitled to registration rights under this Section 14(a) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) such Holder shall so request in writingwriting (hereafter a "Selling Holder"), Seller the Company shall include in such registration statement Registration Statement all or any part of the Conversion Shares or Warrant Shares issuable upon exercise of the Warrants (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that "Registrable Securities") such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested Selling Holder requests to be registered. Notwithstanding The obligations of the foregoing, Company under this Section 14(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter for said offering advises the Company in writing that the inclusion of such Registrable Securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the good faith opinion offering (expressed the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling holder or in writing) such other proportions as shall mutually be agreed to by such selling holders); PROVIDED HOWEVER, that such inclusion would reduce in no event shall any Holder of Registrable Securities have the number of registrable shares of such securities reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders' registration rights, if any, were granted by the Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in its sole discretion shall be offered excluded from the offering; and PROVIDED FURTHER, that in no event shall any Shares being sold by Seller or otherwise adversely affect a Holder properly exercising a demand registration granted in Section 14(b) be excluded from such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have thirty (2030) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested withdraw any registration effected pursuant to be registeredthis Section 3 without obligation to the Holder. Notwithstanding the foregoingIf, in connection with any underwritten public offering for the event that any registration shall be, in whole or in part, an underwritten offeringaccount of the Company, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based managing underwriter(s) thereof shall impose a limitation on the number of registrable shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement before any Holder includes any or all of its Registrable Securities in any registration statement relating to an underwritten public offering with respect to which, in the good faith opinion of the managing underwriter, the inclusion in the offering of all shares requested to be registered by each of them) if and to all persons holding registration rights would materially jeopardize the extent that the managing underwriter shall be successful marketing of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plansold.

Piggyback Registration. (a) If, prior to the effectiveness of the Initial Registration Statement or at any time(s) after time the date hereofInitial Registration Statement or a Demand Registration Statement is not effective, Seller any Registrable Securities continue to be Registrable Securities, each time that the Company shall determine to register for its own account or propose the account registration under the Act of any other(s) shares of Common Stock of the Company, other than a registration relating to employee benefit plans, or a corporate reorganization or other transactions under the Securities Act any of its equity securitiesRule 145, it shall send to Buyer (or its successor in interest) written notice of such determination and, if proposed registration stating the total number of shares proposed to be the subject of such registration shall be given to the Holders of Registrable Securities. The Company will use its best efforts to include in any registration statement filed with the Commission with regard to such proposed registration the number of Registrable Securities specified in writing by any such Holders to it within twenty (20) 20 days after receipt of such said notice, Buyer provided that any Holders of any Warrant exercises such of his Warrants within 20 days after receipt of said notice as is necessary to have included in the registration statement the shares of Common Stock so specified by him. Any Holder who participates in the public offering pursuant to such registration statement shall be entitled to all the benefits of this Agreement in connection with any registration hereunder, except as otherwise provided in this Section 3. The right to registration provided in this Section is in addition to and not in lieu of the registration rights provided in Section 2 hereof. (b) All Registration Expenses, as hereinafter defined, and any transfer taxes incurred by the Holders of Registrable Securities, in connection with the offering of securities of the Company pursuant to any registration statement filed pursuant to this Section 3, whether or its successor in interest or transferee) not such registration statement becomes effective under the Act, shall so request in writing, Seller be borne by the Company. Such Holders shall include pay all out-of-pocket expenses incurred by them with respect to the registration and sale of the shares of Registrable Securities owned by them and included in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registeredstatement. Notwithstanding the foregoing, in the event that the Company fails to file and cause to become effective, and thereafter maintain the effectiveness of, an Initial Registration Statement as provided for in Section 2 above, all Registration Expenses shall be borne by the Company. (c) Notwithstanding anything to the contrary in this Section 3, the Holders of the Registrable Securities shall not be entitled to include in any registration statement filed pursuant to this Section 3 Registrable Securities to the extent such inclusion would materially and adversely affect the proposed distribution of the Common Stock in respect of which registration was originally to be effected. The number of Registrable Securities to be included by each Holder shall bebe allocated in accordance with Section 3(e), below. (d) The piggyback registration rights provided in whole this Section 3 may be exercised by the Holders of Registrable Securities from time to time with respect to any or all registrations under the Act of Common Stock of the Company in part, an underwritten offeringaccordance with the provisions of this Section 3. (e) In any circumstances in which all of the Registrable Securities requested to be included in a registration cannot be so included as a result of limitations on the aggregate number of shares of Registrable Securities that may be so included, the number of registrable securities shares of Registrable Securities that may be so included shall be allocated among the Holders of Registrable Securities pro rata on the basis of the number of shares of Registrable Securities that would be held by such Holders, assuming exercise of the Warrants; provided, however, that if any Holder does not request inclusion of the maximum number of shares of Registrable Securities allocated to him pursuant to the above-described procedure, then the remaining portion of his allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities which would be held by such Holders, assuming exercise, and this procedure shall be repeated until all of the shares of Registrable Securities which may be included in the registration have been so allocated. Such allocation shall not operate to reduce the aggregate number of Registrable Securities permitted to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planregistration.

Piggyback Registration. If, at any time(stime during the five (5) after years beginning on the initial issuance date hereofof the Warrants represented by this Certificate, Seller shall determine the Company proposes to register for its own account or the account of prepare and file any other(s) new registration statement under the Securities Act covering the public sale of Common Stock of the Company for cash (in any case, other than in connection with an employee benefit plan, a dividend reinvestment plan or pursuant to a registration statement Form S-8 or any successor form) (collectively, a "Registration Statement"), it will give written notice by certified or registered mail, at least thirty (30) days prior to the filing of each such Registration Statement, to the Holder of its equity securities, it shall send intention to Buyer do so. If the Holder notifies the Company within fifteen (or its successor in interest) written notice of such determination and, if within twenty (2015) days after receipt of any such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall notice of such Holder's desire to include in such registration statement all proposed Registration Statement any shares of Common Stock (i) issued or issuable to the Holder upon exercise of the Conversion Shares or Warrant Shares Holder's Warrants, and (including shares covered ii) that are owned by the Notes and/or Warrants Holder (the "Registrable Shares") (which notice shall specify the number of Registrable Shares owned by the Holder, the number intended to be disposed of by the Holder, if any, and the intended method of disposition of such Registrable Shares), the Company shall use reasonable efforts to include, to the extent Seller receives appropriate assurances possible, in such Registration Statement the number of Registrable Shares which the Company has been so requested to register by the Holder, at the Company's sole cost and expense and at no cost or expense to the Holder, except that such Notes the Holder shall pay (i) all underwriters', broker-dealers', placement agents' and similar selling discounts, commissions and fees relating to the Holder's Registrable Shares, (ii) all registration and filing fees imposed under the Securities Act, by any stock exchange or Warrants will be converted under applicable state securities or exercised upon blue sky laws based on the effectiveness Holder's Registrable Shares, (iii) all transfer, franchise, capital stock and other taxes, if any, applicable to the Holder's Registrable Shares, and (iv) any costs and expenses of such registration) held legal counsel, accountants or other advisors retained by Buyer the Holder (or its successor in interest or transfereecollectively, the "Holder's Expenses"), and requested all of which shall be paid by the Holder; PROVIDED, THAT: (i) anything in this Section to the contrary notwithstanding, if the Company's securities so registered for sale are to be registered. Notwithstanding distributed in an underwritten offering and the foregoingmanaging underwriter shall advise the Company in writing that, in its opinion, the event that any registration shall be, amount of securities to be offered should be limited in whole or in part, an underwritten order to assure a successful offering, the number amount of registrable securities Registrable Shares to be included in such an underwriting may Registration Statement shall be reduced (PRO RATA so limited and shall be allocated among the Buyer and its successors persons selling such securities in the following order of priority: (A) first to be registered will be the securities the Company proposes to sell, (B) next to be registered will be the securities subject to any demand or assigns and other piggyback registration rights granted by the holders Company before the initial issuance date of the Warrants, and (C) next to be registered will be the Registrable Shares and any other registrable securities contemplated being included shares of Common Stock subject to similar piggyback registration rights granted by the Company as of the initial issuance date of the Warrants in such registrations based on proportion, as nearly as practicable, to the number of registrable securities requested shares of Common Stock desired and eligible to be registered sold by each holder of themsuch shares of Common Stock; and (ii) anything in this Section to the contrary notwithstanding, the Company shall not be required to include any of the Holder's Registrable Shares in a registration statement if in the written opinion of legal counsel to the Company the securities for which registration is requested may be sold publicly without registration under the Securities Act; and (iii) if and to the extent that securities or blue sky laws of any jurisdiction in which the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities so registered are proposed to be offered would require the Holder's payment of greater registration expenses than those otherwise required by Seller this Section and if the Company shall determine, in good faith, that the offering of such securities in such jurisdiction is necessary for the successful consummation of the registered offering, then the Holder shall either agree to pay the portion of the registration expenses required by the securities or otherwise adversely affect blue sky laws of such offering. Nothing herein jurisdiction to be paid by the Holder or withdraw his request for inclusion of his Registrable Shares in such registration; and (iv) notwithstanding the provisions of this PARAGRAPH 8(a), the Company shall have the right at any time and for any reason or for no reason after it shall have given written notice pursuant to this paragraph (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 and, thereupon, shall be construed so relieved from its obligation to proceed with such registration. If the Holder's Registrable Shares are included in the Registration Statement, the Holder shall furnish the Company in writing with such appropriate information in connection with the sale of such Shares, including, without limitation, information about the Holder, the Registrable Shares, other securities of the Company owned by the Holder, and the plan of distribution, as to require Seller, the Company shall reasonably request or as shall be reasonably required in connection with any proposed offeringregistration, qualification or compliance referred to engage the services of an underwriter, as, for examplein this Agreement. In addition, if Seller the offering is underwritten, the Company shall file a registration statement have the exclusive right to select the underwriter. The Holder shall execute and deliver all documents reasonably requested by the underwriter and any other documents customary in similar offerings, including, without limitation, underwriting agreements, custody agreements, powers of attorney, indemnification agreements, and agreements restricting other sales of securities. The rights and obligations under Rule 415 PARAGRAPHS 8(a) AND (b) shall terminate at the earlier of (i) five (5) years after the initial issuance date of the Securities Act without Warrants, or (ii) the services or engagement date all of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent formsthe Holder's Registrable Shares have been transferred by the Holder, except for transfers in accordance with PARAGRAPH 5(b) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planabove.

Piggyback Registration. If, If the Company at any time(s) after the date hereof, Seller shall determine time proposes to register for any of its own account common stock or the account any other of any other(sits securities (collectively, "Other Securities") under the Securities Act any Act, whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, it will each such time give prompt written notice to each Holder of its equity intention to do so at least 10 business days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. Upon the written request of any such Holder made within five (5) business days after the receipt of the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), the Company shall effect, in the manner set forth in Section 5, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered, PROVIDED that: (a) If at any time after giving written notice of its intention to register any securities and prior to the effective date of such registration, the Company shall determine for any reason not to register or to delay registration of such securities, it shall send to Buyer (or the Company may, at its successor in interest) election, give written notice of such determination to the Holders and, if within twenty thereupon, (20A) days after receipt in the case of such noticea determination not to register, Buyer (or the Company shall be relieved of its successor obligation to register any Registrable Securities in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of connection with such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, (B) in the event that any registration shall be, in whole or in part, an underwritten offeringcase of a determination to delay such registration, the number Company shall be permitted to delay registration of registrable securities any Registrable Securities requested to be included in such registration for the same period as the delay in registering such other securities, but, in either such case, without prejudice to the rights of the Holders under Section 2; (i) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwriting may be reduced underwritten offering on behalf of either the Company or Holders of securities (PRO RATA among other than Registrable Securities) of the Buyer and its successors or assigns Company ("Other Holders"), and the holders of managing underwriter for such offering advises the other registrable securities contemplated being included Company in writing that, in such registrations based on firm's opinion, such offering would be materially and adversely affected by the number inclusion therein of registrable securities Registrable Securities requested to be included therein because such Registrable Securities are not of the same type, class, or series as the securities to be offered and sold in such offering on behalf of the Company and/or the Other Holders, the Company may exclude all such Registrable Securities from such offering provided that the Holder is permitted to substitute for the Registrable Securities so excluded an equal number of Registrable Securities of the same type, class, or series as those being registered by each of them) the Company or the Other Holders, if and to the extent that such Holder owns Registrable Securities of such type, class, or series or can acquire Registrable Securities of such type, class, or series upon exercise or conversion of other Registrable Securities; and (ii) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten primary offering on behalf of the Company, and the managing underwriter shall for such offering advises the Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of the good faith opinion (expressed in writing) that such inclusion would reduce Registrable Securities requested to be included therein because the number or principal amount of registrable such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by Seller the Company, exceeds the aggregate number or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Sellerprincipal amount of securities which, in connection with any proposed such firm's opinion, can be sold in such offering without materially and adversely affecting the offering, the Company shall include in such registration: (1) first, all securities the Company proposes to engage sell for its own account ("Company Securities"), and (2) second, the services number or principal amount of an Registrable Securities and securities, if any, requested to be included therein by Other Holders in excess of the number or principal amount of Company Securities which, in the opinion of such underwriter, as, for example, can be so sold without materially and adversely affecting such offering (allocated pro rata among the Holders and the Other Holders on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Holder and each such Other Holder); and (iii) if Seller shall file the registration referred to in the first sentence of this Section 3 is to be a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition underwritten secondary offering on behalf of Other Holders made pursuant to demand registration rights granted by the Company to such Other Holders (the "Initiating Holders"), and the managing underwriter for such offering advises the Company in writing that in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein because the number or principal amount of such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by the Initiating Holders, exceeds the aggregate number or principal amount of securities which, in such firm's opinion, can be sold in such offering without materially and adversely affecting the offering, the Company shall include in such registration; (1) first, to the extent the registration rights granted to an Initiating Holder permit it to exclude other securities from its registration on substantially the same basis as that set forth in the first sentence of Section 2(d) hereof, all securities any such Initiating Holder proposes to sell for its own account, and (2) second, the number or principal amount of additional securities (including Registrable Securities) that such managing underwriter advises can be sold without materially and adversely affecting such offering, allocated pro rata among any Other Holders to which clause (1) does not apply and the Holders on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Holder and each such Other Holder; (c) The Company shall not be required to effect any registration of Registrable Securities under this Section 3 incidental to the registration of any entity or business or of its securities issuable in connection with a stock option or other executive or employee benefit planor compensation plans of the Company; (d) No registration of Registrable Securities effected under this Section 3 shall relieve the Company of its obligation to effect any registration of Registrable Securities required of the Company pursuant to Section 2 hereof; and (e) The Company shall not be required to effect any registration of Registrable Securities under this Section for any Holder from and after such time as such Holder is able to dispose of all of its Registrable Securities within a three-month period pursuant to Rule 144.

Piggyback Registration. If, If at any time(s) time after the date hereofconsummation of an ----------------------- initial public offering of the Company's equity securities in which the gross proceeds to the Company equal at least $20 million, Seller shall determine the Company determines to register for its own account or the account of any other(s) under the Securities Act of 1933, as amended (including pursuant to a demand of any security holder of the Company exercising registration rights but other than on a Registration Statement on Form S-4 or Form S-8 or any similar or successor form or any other registration statement relating to an exchange offer or offering of securities solely to the Company's existing security holders or employees), any of its equity securitiesCommon Stock (except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely upon exercise of stock options, shares issuable solely pursuant to employee benefit plans or shares to be registered on any registration form that does not permit secondary sales), it shall send to Buyer (or its successor in interest) must give each Bank, written notice of such determination andat least thirty (30) days prior to each such filing. If, if within twenty fifteen (2015) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall any Bank Holder so request requests in writing, Seller shall the Company must include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances permitted by applicable regulation) all or any part of such Bank Holders' Warrants and the shares of Common Stock (or other securities representing Common Stock) purchasable or purchased from time to time under such Bank Holders' Warrants (collectively, "REGISTRABLE SECURITIES") that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested Bank Holder requests to be registered. Notwithstanding Any Registrable Securities which are included in any underwritten offering under this Section 10 shall be sold upon such terms as the foregoing, managing underwriters reasonably request. If such managing underwriter determines that a cutback in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested shares to be registered is necessary, such cut back shall be effected on a pro rata basis among the shareholders of the Company requesting registration and the Bank Holders. If any Bank Holder disapproves of the terms of such underwriting, such Bank Holder may elect to withdraw therefrom by each of them) if and written notice to the extent that Company and the managing underwriter underwriter. Nothing in this Section 10 shall be preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 10 at any time prior to the effective date of the good faith opinion registration statement relating thereto. Each of the Bank Holders hereby agree that, if so requested by the Company or any representative of the underwriters (expressed in writing"Managing Underwriter") that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services registration of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an public offering of equity securities on Form S-4 of the Company under the Securities Act of 1933, as amended ("Securities Act"), the Bank Holder shall not sell or S-8 otherwise transfer Warrants or any shares of Common Stock or other securities of the Company (including a sale pursuant to Rule 144 (or their thenany similar provision then in force) under the Securities Act) during the ten (10) day period prior to and the 180-equivalent formsday period (or such other lesser period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) relating ("Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to be issued solely in connection with an acquisition the foregoing restrictions until the end of any entity or business or securities issuable in connection with a stock option or other employee benefit plansuch Market Standoff Period.

Piggyback Registration. If, If at any time(s) time after the date hereoffirst anniversary of the Initial Closing Date and prior to the Registration Termination Date, Seller shall determine (a) the Company proposes to register for its own account shares of Common Stock and/or any securities issued in exchange for, in replacement of or the account of any other(s) otherwise with respect to Common Stock under the Securities Act (a "PROPOSED REGISTRATION") in connection with the public offering of such shares or securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity) and (b) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holder, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give the Holder written notice of such determination and, if within Proposed Registration. The Holder shall have twenty (20) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that the Holder intends to sell and the Holder's intended method of distribution. Upon receipt of such request, Buyer (the Company shall use its best efforts to cause all Registrable Securities which the Company has been requested to register to be registered under the Securities Act to the extent necessary to permit their sale or its successor other disposition in interest accordance with the intended methods of distribution specified in the request of the Holder; PROVIDED, HOWEVER, that the Company shall have the right, prior to the date the applicable Registration Statement becomes effective, to postpone or transferee) withdraw any Proposed Registration without obligation to the Holder. In connection with any Proposed Registration involving an underwriting, the Company shall so request not be required to include any Registrable Securities in writingsuch underwriting unless the Holders accept customary terms of the underwriting as agreed upon between the Company and the underwriters selected by it, Seller shall include and then only in such quantity as will not, in the opinion of the underwriters, materially and adversely affect such public offering. In the event of a reduction in the number of Shares to be included in an underwriting pursuant to the previous sentence, the number of shares that may be included in such Proposed Registration by the Holder and any other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such registration statement all (the "OTHER REGISTRATION RIGHTS HOLDERS") and who have requested such registration shall be allocated among the Holder and such Other Registration Rights Holders in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave notice of the Conversion Shares Proposed Registration. If any Holder or Warrant Shares (including shares covered by the Notes and/or Warrants Other Registration Rights Holders would thus be entitled to the extent Seller receives appropriate assurances that include more securities than such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and holders requested to be registered. Notwithstanding , the foregoing, excess shall be allocated among the Holder and the Other Registration Rights Holders pro rata in the event manner described in the preceding sentence. The parties agree that any registration shall be, it is customary in whole or in part, an underwritten offering, offering for the number indemnification obligation of registrable securities a selling securityholder like the Stockholder to underwriters to be included in such an underwriting may be reduced (PRO RATA among the Buyer several and its successors or assigns not joint and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and limited to the extent that net proceeds the managing underwriter shall be of selling securityholder receives in the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.

Piggyback Registration. If, If at any time(s) after time during the date hereoffour-year period commencing August ____, Seller 1997 and ending on August ____, 2002, the Company shall determine to register for its own account or the account of any other(s) others under the Securities 1933 Act any of its equity securities, it other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to Buyer (each Holder of Warrants or its successor in interestShares, who is entitled to registration rights under this Section 14(a) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) such Holder shall so request in writingwriting (hereafter a "Selling Holder"), Seller the Company shall include in such registration statement Registration Statement all or any part of the Conversion Shares or Warrant Shares issuable upon exercise of the Warrants (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that "Registrable Securities") such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested Selling Holder requests to be registered. Notwithstanding The obligations of the foregoing, Company under this Section 14(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter for said offering advises the Company in writing that the inclusion of such Registrable Securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the good faith opinion offering (expressed the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling holder or in writing) such other proportions as shall mutually be agreed to by such selling holders); PROVIDED HOWEVER, that such inclusion would reduce in no event shall any Holder of Registrable Securities have the number of registrable shares of such securities reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders' registration rights, if any, were granted by the Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in its sole discretion shall be offered excluded from the offering; and PROVIDED FURTHER, that in no event shall any Shares being sold by Seller or otherwise adversely affect a Holder properly exercising a demand registration granted in Section 14(b) be excluded from such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.

Piggyback Registration. If, at any time(s(a) after If the date hereof, Seller shall determine Purchaser proposes to register any of its securities under the Securities Act, for its own account or for the account of others (other than in connection with a merger on Form S-4, pursuant to Form S-8 or other comparable form), the Purchaser shall at such time give prompt written notice to the Stockholder of its intention to effect such registration and of the Stockholder's rights under such proposed registration, and upon the request of Stockholder delivered to the Purchaser within 20 days after giving of such notice (which request shall specify the Registerable Securities intended to be disposed of by Stockholder and the intended method of disposition thereof), the Purchaser shall include such Registerable Securities held by Stockholder requested to be included in such registration; provided, however, that: (i) If, at any other(s) under time after giving such written notice of the Securities Act Purchaser's intention to register any of the Stockholder's Registerable Securities and prior to the effective date of the registration statement filed in connection with such registration, the Purchaser shall determine for any reason not to register or to delay the registration of the Purchaser's own securities and such Registerable Securities, at its equity securitiessole election, it shall send to Buyer (or its successor in interest) the Purchaser may give written notice of such determination andto the Stockholder and thereupon shall be relieved of its obligation to register any Registerable Securities issued or issuable in connection with such registration (but not from its obligation to pay registration expenses in connection therewith or to register the Registerable Securities in a subsequent registration); and in the case of a determination to delay a registration, if within twenty the Purchaser shall thereupon be permitted to delay registering any Registerable Securities for the same period as the delay in respect of securities being registered for the Purchaser's own account. (20ii) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include If the registration relates to an underwritten offering and the managing underwriter in such registration statement underwritten offering shall advise the Purchaser that it declines to include a portion or all of the Conversion Shares or Warrant Shares (including shares covered Registerable Securities requested by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities Stockholder to be included in such an underwriting may be reduced the registration statement, then (PRO RATA among the Buyer and its successors or assigns and the holders A) registration of all of the other registrable securities contemplated being included in Registerable Securities shall be excluded from such registrations based registration statement on the number of registrable condition that all securities requested to be registered by each any other selling securityholders, if any, are also excluded and (B) registration of them) a portion of such Registerable Securities shall be excluded if such portion is allocated among the Stockholder and any other selling securityholders in proportion to the extent that respective numbers of securities to be registered by the managing underwriter Stockholder and other selling securityholders. In such event the Purchaser shall be give the Stockholder prompt notice of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein Registerable Securities excluded. (iii) It shall be construed so as to require Seller, a condition of the Stockholder's participation in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply this Section 8.2 which relates to an offering underwritten public offering, that the Stockholder agrees to sell the Stockholder's Registerable Securities on the basis provided in the underwriting arrangements agreed to by the Purchaser and the managing underwriter of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plansuch offering.

Piggyback Registration. After exercising the options; If, at any time(s) time after the date hereofsix month required vesting period starting November 1, Seller shall determine 1996 and before two (2) years ending October 31, 1998, the Company plans to register prepare and file any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for its own account or purposes of this Article 7, collectively, the account of any other(s) under the Securities Act any of its equity securities"Registration Statement"), it shall send to Buyer (or its successor in interest) will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) days prior to the filing of each such determination andRegistration Statement, if to Optionee. Upon the written request of a holder of Registrable Securities (a "Requesting Holder"), made within twenty (20) 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 each such noticeRequesting Holder, Buyer use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense provided that (a) the Requesting Holders shall pay any and all (I) underwriting and broker-dealer discounts, commissions and non-accountable expenses of any underwriter or its successor broker-dealer in interest or transfereeconnection with the sale of the Registrable Securities, (ii) the fees and expenses of any legal counsel selected by the Requesting Holders to represent them in connection with the sales of the Registrable Securities and, (iii) all transfer, income and other taxes, and (b) the Requesting Holders shall so furnish the Company with such appropriate information in connection therewith as the Company shall reasonably request in writing. Notwithstanding the provisions of this Section 7.3, Seller the Company shall include have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of such securities shall have already 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. Notwithstanding the provisions of this Section 7.3, if, in such registration statement all the written opinion of the Conversion Shares managing underwriter or Warrant Shares (including shares covered underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Notes and/or Warrants to Company or the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transfereeselling stockholder(s), will exceed the maximum amount of the Company's securities which can be marketed (a) at a price reasonably related to their then current market value, or (b) without materially and adversely affecting the entire offering, then the Company may exclude from such Registration Statement and offering all or any portion of the Registrable Securities requested to be so registered. Notwithstanding the foregoing, in In the event that any registration shall beRegistrable Securities are so excluded, in whole or in part, an underwritten offering, then the number of registrable securities to be included sold by all stockholders in such an underwriting may public offering shall be reduced (PRO RATA apportioned pro rata among all such selling stockholders, including all Holders of Registrable Securities, according to the Buyer and its successors or assigns and the holders total amount of securities of the other registrable securities contemplated being included in such registrations based on the number of registrable securities Company requested to be registered by each said selling stockholders, including all Holder(s) of them) if the Registrable Securities. The registered Holders of the Options, by their acceptance thereof, acknowledge and agree that pursuant to the extent that Warrant Agreement, dated as of September 12, 1994 (the managing underwriter shall be "Warrant Agreement"), by and between the Company and Whale Securities Co., L.P., the Company has granted certain registration rights to the holders of the good faith opinion (expressed in writing) that such inclusion would reduce Warrants issued pursuant to the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage Warrant Agreement and the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 shares of the Securities Act without Common Stock underlying such Warrants. Notwithstanding any other provision contained herein, the services or engagement of any underwriter. This "piggy-back" registration right Company shall not apply be required to an offering take any action pursuant to this Section 7.3 which conflicts with, or violates, any provision of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Warrant Agreement.

Piggyback Registration. If, at any time(s) after time during the date hereofEffectiveness Period, Seller shall determine the Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders (except with respect to the registration statement for the public offering which is being contemplated with the Placement Agent as of the date hereof or registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice thereof to Holders of its intention so to do (such notice to be given at least fifteen (15) days prior to the filing thereof). Upon the written request of any other(ssuch Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), received by the Company within ten (10) under days after giving of any such notice by the Securities Act Company, to register any of such Holder's Registrable Securities, the Company will use its equity securitiesreasonable efforts, it subject to Section 2(c) below, to cause the Registrable Securities as to which registration shall send have been so requested to Buyer be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (or in accordance with its successor in interestwritten request) of such Registrable Securities so registered ("PIGGYBACK REGISTRATION RIGHTS"); PROVIDED, that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 2(b) and prior to the effective date of the Registration Statement filed in connection with such determination registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, if within twenty (20) days after receipt thereupon, shall be relieved of such notice, Buyer (or its successor obligation to register any Registrable Securities in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of connection with such registration. If a registration pursuant to this Section 2(b) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, involves an underwritten public offering, the number of registrable securities any Holder requesting to be included in such an underwriting registration may be reduced (PRO RATA among elect, in writing prior to the Buyer and its successors or assigns and the holders effective date of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, registration statement filed in connection with any proposed offeringsuch registration, not to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity register such securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of such registration. The foregoing provisions notwithstanding, the Company may withdraw any entity or business or securities issuable registration statement referred to in connection with a stock option or other employee benefit planthis Section 2(b) without thereby incurring any liability to the Holders.

Piggyback Registration. If, (a) If at any time(s) after time or from time to time the date hereof, Seller Company shall determine to register Register any of its securities for its own account or (other than Registrations relating solely to employee benefit plans, offerings of debt securities of the account of any other(s) Company, transactions covered by Rule 145 under the Securities Act Act, registrations relating to any acquisitions by the Company, or registrations on any form (other than Form X-0, X-0 or S-3, or their successor forms) which does not include substantially the same information as would be required to be included in a registration statement covering the sale of its equity securitiesRegistrable Securities), it shall send to Buyer provided that if the Company approves the inclusion of Registrable Securities in such Registration, the Company will: (or its successor in interesti) give each Holder written notice thereof as soon as practicable prior to filing the registration statement, and indicate in such notice the total number of Registrable Securities which may be included in such determination Registration as determined by the Company in its sole discretion (the "MAXIMUM NUMBER"); and (ii) include in such Registration and in any underwriting involved therein, if the number of Registrable Securities specifically requested to be included therein, subject to the limitations of subsection (b) of this Section 1.2, and which number shall not exceed the Maximum Number. Any such notice shall be in writing and shall be delivered within twenty (20) ten days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of notice from the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registeredCompany. Notwithstanding the foregoing, in In the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities Registrable Securities requested to be included in such Registration by the Holders exceeds the Maximum Number, the Maximum Number of Registrable Securities shall be allocated among those Holders of Registrable Securities requesting Registration in proportion to the number of Registrable Securities then outstanding held by all Holders requesting Registration. (b) If the Registration is for an underwritten public offering, the Company shall so advise the Holders in the written notice given pursuant to subsection 1.2(a)(i) above. In such event the right of any Holder to participate in the Registration pursuant to Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude shares (including Registrable Securities) from the Registration and underwriting and the number of shares that may be reduced (PRO RATA among included in the Buyer and its successors or assigns Registration and the holders underwriting shall be allocated FIRST to the Company, SECOND to any holder (other than Holders) of any other ----- ------ securities of the Company entitled to inclusion in such Registration, and THIRD ----- to each of the Holders requesting inclusion of Registrable Securities in such Registration in proportion to the number of outstanding Registrable Securities then held by all such Holders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other registrable securities contemplated being Holders may be included in such registrations based on the number of registrable securities requested to be registered by each of them) if and Registration (up to the extent that limit imposed by the managing underwriter underwriters), the Company shall offer to all Holders who have included Registrable Securities in the Registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration and shall remain subject to the lockup agreement in Section 1.10. (c) The Holders of Registrable Securities so Registered shall pay all Selling Expenses, and shall pay the good faith opinion (expressed in writing) that such inclusion would reduce the number proportion of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, all Registration Expenses incurred in connection with any proposed offering, Registration pursuant to engage this Section 1.2 that the services aggregate number of an underwriter, as, for example, if Seller Registrable Securities included in such Registration bears to the aggregate number of all securities included in such Registration. Such Selling Expenses and Registration Expenses shall file a registration statement under Rule 415 be paid by all selling Holders in proportion to the aggregate number of the Registrable Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plansold by such selling Holders.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act any in connection with the public offering of its equity securitiessuch shares for cash (a “Proposed Registration”) and (ii) a registration statement covering the sale of all of the Shares is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have five (205) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the number of Shares that such Holder intends to sell and such Holder’s intended method of distribution. Upon receipt of such request, Buyer (the Company shall use its best efforts to cause all Shares which the Company has been requested to register to be registered under the Securities Act to the extent necessary to permit their sale or its successor other disposition in interest accordance with the intended methods of distribution specified in the request of such Holder; provided, however, that the Company shall have the right to postpone or transferee) withdraw any registration effected pursuant to this Section 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter or underwriters thereof shall so request impose a limitation on the number of shares of Common Stock which may be included in writinga registration statement because, Seller in the judgment of such underwriter or underwriters, marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such registration statement all only such limited portion of the Conversion Shares with respect to which each Holder has requested inclusion thereunder as such underwriter or Warrant underwriters shall permit. Any exclusion of Shares (including shares covered by shall be made pro rata among the Notes and/or Warrants Holders seeking to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor include Shares in interest or transferee), and requested to be registered. Notwithstanding the foregoinga registration statement, in the event that any registration shall be, in whole or in part, an underwritten offering, proportion to the number of registrable securities Shares sought to be included in by such an underwriting may be reduced (PRO RATA among Holders; provided, however, that the Buyer and its successors or assigns and Company shall not exclude any Shares unless the Company has first excluded all outstanding securities, the holders of the other registrable which are not entitled to inclusion of such securities contemplated being included in such registrations based on registration statement or are not entitled to pro rata inclusion with the number of registrable securities requested to be registered by each of them) if Shares; and provided further, that after giving effect to the extent that the managing underwriter immediately preceding proviso, any exclusion of Shares shall be made pro rata with holders of other securities having the good faith opinion (expressed right to include such securities in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planstatement.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act any in connection with the public offering of its equity securitiessuch shares for cash (a "Proposed Registration") and (ii) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have ten (2010) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed underwritten public offering for the account of the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or engagement are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement. Notwithstanding anything to the contrary set forth herein, the registration rights set forth in this Section 3 shall only be available in the event that the Company fails to timely file, obtain effectiveness or maintain effectiveness of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities Registration Statement to be issued solely in connection with an acquisition filed pursuant to this Agreement above for the full amount of any entity or business or securities issuable in connection with a stock option or other employee benefit planRegistrable Securities required by the terms of this Agreement.

Piggyback Registration. If, If at any time(s) after time during the date hereoffive-year period commencing on the Effective Date and ending five years hence, Seller the Company shall determine to register for its own account or the account of any other(s) others under the Securities 1933 Act any of its equity securities, it other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to Buyer (each Holder of Warrants or its successor in interestShares, who is entitled to registration rights under this Section 15(a) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) such Holder shall so request in writingwriting (hereafter a "Selling Holder"), Seller the Company shall include in such registration statement Registration Statement all or any part of the Conversion Shares or Warrant Shares issuable upon exercise of the Warrants (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that "Registrable Securities") such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested Selling Holder requests to be registered. Notwithstanding The obligations of the foregoing, Company under this Section 15(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter for said offering advises the Company in writing that the inclusion of such Registrable Securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the good faith opinion offering (expressed the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling holder or in writing) such other proportions as shall mutually be agreed to by such selling holders); PROVIDED HOWEVER, that such inclusion would reduce in no event shall any Holder of Registrable Securities have the number of registrable shares of such securities reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders' registration rights, if any, were granted by the Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in its sole discretion shall be offered excluded from the offering; and PROVIDED FURTHER, that in no event shall any Shares being sold by Seller or otherwise adversely affect a Holder properly exercising a demand registration granted in Section 14(b) be excluded from such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.

Piggyback Registration. (a) If, at any time(s) after time, through and including the third anniversary date hereofof the issuance of this Debenture, Seller shall determine the Company proposes to register for its own account or the account of any other(s) under the Securities Act any of its equity securitiessecurities under the Act (other than in connection with a merger pursuant to a Form S-4 Registration Statement or an employee stock compensation plan pursuant to a Form S-8 Registration Statement), it shall send to Buyer (or its successor in interest) will give written notice by registered mail, at least thirty (30) days prior to the filing of each such determination andregistration statement, if to the Rights Holder of its intention to do so. If the Rights Holder notifies the Company within twenty (20) days after receipt of any such noticenotice of its desire to include any Registrable Securities in such proposed registration statement, Buyer (or its successor in interest or transferee) the Company shall so request in writing, Seller shall include in afford such Rights Holder the opportunity to have any of the Registrable Securities registered under such registration statement and included in any underwriting involved with respect thereto. (b) Notwithstanding the provisions of this Section 10.3: (i) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 10.3 (irrespective of whether a written request for inclusion of any Registrable 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; and (ii) in the event a registration under Section 10 hereof relates to an underwritten public offering which does not include any securities being offered and sold on behalf of selling shareholders, the inclusion of any Registrable Securities may, at the election of the Company, be conditioned upon the Rights Holder agreement that the public offering of such Registrable Securities shall not commence until ninety (90) days after the effective date of such registration. (c) The rights of the Rights Holder pursuant to Section 10 hereof shall be conditioned upon such Rights Holder's participation in the underwriting with respect thereto and the inclusion of such Rights Holder's Registrable Securities in such underwriting (unless otherwise mutually agreed by the Company, the managing underwriter or, if none, a majority of the underwriters, and such Rights Holder) to the extent provided herein. (d) Notwithstanding any other provision of this Debenture, if the managing underwriter or, if none, a majority of the underwriters, determines that marketing factors require a limitation of the number of shares to be underwritten or a complete exclusion of such shares, such underwriter or underwriters may limit the number of Registrable Securities that may be included in the registration and underwriting or exclude all of the Conversion Shares or Warrant Shares (including shares covered by Registrable Securities, as appropriate. In the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness case of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, registration in which the number of registrable securities to Registrable Securities that may be included is limited, the Company shall advise the Rights Holder of the limited number of Registrable Securities that may be included in such an underwriting may be reduced (PRO RATA among the Buyer registration, and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to Registrable Securities that may be registered by each of them) if included in the registration and to the extent that the managing underwriter underwriting shall be of the good faith opinion (expressed allocated among all Rights Holders thereof in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so proportion, as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, nearly as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.

Piggyback Registration. IfFrom and after the final closing under the Subscription Agreements and until such time as the holders of Restricted Stock rights terminate hereunder in accordance with the terms hereof, if the Registrant at any time(s) after the date hereof, Seller shall determine time proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a registration statement associated with the merger of the Registrant with a public company or similar transaction or in connection a registration statement for the initial public offering of the Registrant's common stock or a registration on Form-S-4, Form S-8 or other limited purpose form), then in each instance, it will give written notice to all holders of Restricted Stock of its intention so to do, PROVIDED, HOWEVER, that for the purposes of this sentence, the Registrant shall treat the holders hereof in the same manner and IN PARI PASSU with all other holders of unregistered capital stock of the Registrant who (i) have registration rights with respect to such stock or (ii) presently or at any other(s) under time hereafter are officers, directors, or 5% shareholders of the Securities Act Registrant, or any affiliate, successor, or assign thereof. Upon the written request of any such holders, given within 20 days after the date of any such notice, to register any of its equity securitiesRestricted Stock (which request shall state the intended method of disposition thereof), it the Registrant will use its best efforts to cause the Restricted Stock as to which registration shall send have been so requested to Buyer be included in the securities to be covered by the registration statement proposed to be filed by the Registrant all to the extent requisite to permit the sale or other disposition by the holders (or in accordance with its successor in interestwritten request) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall Restricted Stock so request in writing, Seller shall include in registered. The Registrant may withdraw any such registration statement all before it becomes effective or postpone the offering of the Conversion Shares or Warrant Shares (including shares covered securities contemplated by the Notes and/or Warrants such registration statement without any obligation to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness holders of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registeredany Restricted Stock. Notwithstanding the foregoing, in In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten offeringpublic offering of common stock, any request by holders pursuant to this Section 4 to register Restricted Stock shall specify that such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of common stock otherwise being sold through underwriters under such registration. The number of registrable securities shares of Restricted Stock to be included in such an underwriting may be reduced cut back (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of themrequesting holders) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce adversely affect the number marketing of registrable the securities to be offered sold by Seller the Registrant therein. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is an underwritten offering of securities of the Registrant pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or otherwise adversely affect such offering. Nothing herein shall be construed so as its Restricted Stock to require Seller, the underwriters of the Registrant's securities in connection with any proposed such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to engage this Section 4 during the services period of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 distribution of the Securities Act without Registrant's securities by such underwriters and the services or engagement of period in which the underwriting syndicate participates in the after market; PROVIDED, HOWEVER, that such holder shall, in any underwriter. This "piggy-back" registration right shall not apply event, be entitled to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely sell its Restricted Stock in connection with an acquisition such registration commencing on the 180th day after the effective date of any entity or business or securities issuable in connection with a stock option or other employee benefit plansuch registration statement.

Piggyback Registration. If, at 2.1.1 With respect to any time(s) Parent Offering which Parent proposes to commence after the date hereofend of the Pooling Period and prior to June 30, Seller 1997 (an "Underwritten Offering"), Parent shall determine notify all Holders of Registrable Securities in writing no later than February 15, 1997 and will afford each such Holder an opportunity to register for its own account or the account of any other(s) under the Securities Act any of its equity securities, it shall send to Buyer (or its successor in interest) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Conversion Shares or Warrant Shares Registrable Securities held by it shall no later than March 1, 1997 so notify Parent in writing (including shares covered by a "Participation Notice"). The right of any Holder to include its Registrable Securities in such registration shall be conditioned upon (i) such Holder being a Participating Holder (as defined in Section 2.10), (ii) such Holder's participation in such underwriting and the Notes and/or Warrants inclusion of such Holder's Registrable Securities in the underwriting to the extent Seller receives appropriate assurances provided herein and (iii) receipt by Parent of Participation Notices covering an aggregate of at least six hundred thousand (600,000) shares of Registrable Securities (as adjusted for stock splits, recapitalizations and the like) (a "Qualifying Commitment"). All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parent. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that such Notes or Warrants will be converted or exercised upon marketing factors require a limitation of the effectiveness number of such registration) held by Buyer (or its successor in interest or transferee), and requested shares to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offeringunderwritten, the number of registrable securities shares that may be included in the underwriting shall be allocated, first, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; second, to Parent; and third, to any stockholder of Parent (other than a Holder) on a pro rata basis. In no event will shares of any other selling stockholder be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion registration which would reduce the number of registrable securities shares which may be included by Holders without the written consent of Holders of not less than two-thirds (66 2/3%) of the Registrable Securities proposed to be offered by Seller or otherwise adversely affect such sold in the offering. Nothing herein In the event of any underwriter cutback, any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be construed deemed to be a single "selling Holder", and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder", as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration. 2.1.2 Parent shall have the right to terminate or withdraw any registration initiated or withdraw any registration initiated by it under this Section 2.1 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by Parent in accordance with Section 2.3 hereof. So long as the Company intends to require Seller, in connection proceed with any proposed offeringregistration initiated by it under this Section 2.1, it shall use reasonable efforts to engage the services of an underwriter, as, for example, if Seller shall file a cause such registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planbecome effective as soon as reasonably practicable.

Piggyback Registration. If, at any time(s) after time prior to the date hereofexpiration of the Shelf Registration Period, Seller shall determine Newport proposes to register for its own account or the account of file a registration statement with respect to any other(s) under the Securities Act any class of its equity securities, it whether for its own account (other than in connection with a registration statement on Form S-4 or S-8 or any successor or substantially similar form), or for the account of a holder of securities of Newport, other than a Holder, pursuant to demand registration rights granted by Newport to such holder (a "Requesting Securityholder"), or for the registration of securities for sale by Newport on a continuous or delayed basis pursuant to Rule 415, in either case, then Newport shall send to Buyer (or its successor in interest) give written notice of such determination and, if within twenty (20) proposed filing to all Holders at least 20 days after receipt before the anticipated filing date of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registeredstatement. Notwithstanding the foregoing, during the time when the Shelf Registration Statement contemplated by Article III, Section 2(b) is effective and not suspended or withdrawn, then the piggyback registration rights under this Section 4 shall apply only to Underwritten Offerings. In either case, that notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by the Holders included in that registration statement. Each Holder desiring to have its Registrable Securities registered under this Section 4 shall so advise Newport in writing within 15 days after the event date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested). Newport shall use its commercially reasonable (i) if such Registration Statement is a primary registration on behalf of Newport, Newport will include in such registration (A) first, all securities to be offered by Newport and (B) second, up to the full amount of securities requested to be included in such registration by the Holders and the Requesting Securityholders having contractual rights to include securities in such underwritten offering (allocated pro rata among the Holders and Requesting Securityholders having contractual rights to include securities in such underwritten offering on the basis of the amount of securities requested to be included therein by each such Holder or Requesting Securityholder), so that any registration shall be, in whole or in part, an underwritten offering, the number total amount of registrable securities to be included in such offering is the full amount that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering; and (ii) if such Registration Statement is an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders underwritten secondary registration on behalf of the other registrable securities contemplated being included such Requesting Securityholders, Newport will include in such registrations based on registration: (A) first, all securities of such Requesting Securityholders requested to be included therein and (B) second, up to the number full amount of registrable securities requested to be registered included in such registration by the Holders and other persons (allocated pro rata among such Holders and such other persons on the basis of the amount of securities requested to be included therein by each of them) if and to the extent such Holder or other person), so that the managing underwriter shall be total amount of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller included in such offering is the full amount, that in the written opinion of such managing underwriter or otherwise underwriters, can be sold without materially and adversely affect such affecting the success of the offering. Nothing herein shall be construed so as Anything to require Sellerthe contrary in this Agreement notwithstanding, Newport may withdraw or postpone a registration statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to any Holder. In addition, this Section 4 is subject to Article III, Section 5(c). If an offering in connection with any proposed which a Requesting Securityholder is entitled to registration under this Section 4 is an underwritten offering, any Requesting Securityholder whose Registrable Securities are included in the Registration Statement shall, unless otherwise agreed by Newport, offer and sell the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to engage this Agreement, on the services same terms and conditions as other shares of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of Common Stock included in the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planunderwritten offering.

Piggyback Registration. If, at any time(stime during the five-year period commencing on the date which is six (6) months after the date hereofCompany first becomes subject to the reporting requirements of Section 13 or Section 15(g) of the Exchange Act (the "Registration Period"), Seller shall determine the Company proposes to register for any of its own account or the account of any other(s) securities under the Securities Act (other than in connection with (a) the Company's Initial Public Offering or (b) a transaction contemplated by Rule 145(a) promulgated under the Securities Act or any of its equity securities, it shall send successor regulation or pursuant to Buyer Form S-8 or S-4 (or its their respective successor in interest) forms), the Company shall give written notice of the Company's intention to do so by registered or certified mail, at least thirty (30) days prior to the filing of each such determination andregistration statement, if to the Registered Holder(s) of Registrable Securities (each such notice, a "Registration Notice"). Upon the written request of a Registered Holder given within twenty ten (2010) days after receipt of a Registration Notice that any of such noticeHolder's Registrable Securities be included in the proposed registration statement (a "Registration Request"), Buyer (or its successor in interest or transferee) the Company shall so request in writing, Seller shall include in afford such Registered Holder the opportunity to have any such Registrable Securities registered under such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registeredstatement. Notwithstanding the foregoingprovisions of this Section 7.1, in the event that Company shall have the right at any time after giving a Registration Notice pursuant to this Section 7.1 to the Registered Holders (irrespective of whether a Registration Request shall have been made with respect to any Registrable Securities) to elect not to file the proposed registration statement or to withdraw the same after its filing but prior to the effective date thereof. If any registration shall be, pursuant to this Section 7.1 is underwritten in whole or in part, an the Company may require that the Registrable Securities subject to a Registration Request be included in the underwriting on the same terms and conditions as the securities being underwritten, and then only in such quantity as, together with all other Registrable Securities subject to any Registration Request, will not, in the opinion of the Managing Underwriter, jeopardize the success of the underwritten offeringoffering by the Company. In the case of (i) a primary registration statement on behalf of the Company or (ii) a secondary registration statement on behalf of holders of any securities of the Company exercising a right to request or demand registration, if, in the opinion of the Managing Underwriter, registration of the number of registrable Registrable Securities subject to Registration Requests would adversely affect such public offering, then the Company shall be required to include in the underwritten offering only that number of Registrable Securities, in addition to all other securities to be sold by the Company or any other stockholders of the Company, which the Managing Underwriter believes may be sold without causing such adverse effect. The Registrable Securities, including, without limitation, the Warrant Shares, to be so included shall be included in such an underwriting may be reduced (PRO RATA among registered offering in the Buyer and its successors following order of priority: First, the securities which the Company proposes to sell in a primary offering or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be included therein by securityholders exercising rights to demand registration or any unfulfilled automatic rights to registration in the case of a secondary registration; and, second, shares as to which there are piggyback registration rights. If less than all shares in either group are to be registered by each reason of them) if and to the extent that the managing underwriter Managing Underwriter's cutback, shares within such group, including, without limitation, Warrant Shares, shall be of the good faith opinion (expressed allowed to participate in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file underwriting on a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.pro rata basis based upon

Piggyback Registration. If, If the Company at any time(s) after the date hereoftime proposes to file a registration statement with respect to any class of equity securities, Seller shall determine to register whether for its own account (other than in connection with the Registration Statement contemplated by Section 3 or a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or the registration of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a dividend reinvestment plan) or for the account of any other(s) under an Other Approved Holder (a "Requesting Securityholder"), then the Securities Act any of its equity securities, it Company shall send to Buyer (or its successor in interest) each case give written notice of such determination andproposed filing to all Holders of Registrable Securities at least 20 days before the anticipated filing date of any such registration statement by the Company, if and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the Company in writing within twenty (20) 15 days after the date of receipt of such noticenotice (which request shall set forth the amount of Registrable Securities for which registration is requested), Buyer (or its successor in interest or transferee) shall so request in writing, Seller and the Company shall include in such registration statement Registration Statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and Registrable Securities so requested to be registeredincluded therein on the same terms and conditions as the securities being registered by the Company. Notwithstanding the foregoing, in the event that any registration shall beAny Holder's request for such inclusion may be withdrawn, in whole or in part, an underwritten at any time prior to the effective date of such Registration Statement. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company in writing that the total amount or kind of securities which the Holders of Registrable Securities, the Company and the Other Approved Holders intend to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then the number amount or kind of registrable securities to be offered for the accounts of Holders of Registrable Securities and the Other Approved Holders shall be reduced pro rata to the extent necessary to reduce the total amount or kind of securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and proposed public offering to the extent that the amount or kind recommended by such managing underwriter shall be of or underwriters before the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller the Company or otherwise adversely affect such offering. Nothing herein shall be construed any Requesting Securityholder are so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planreduced.

Piggyback Registration. If, If the Company at any time(s) after the date hereof, Seller shall determine time proposes to register for any of its own account Common Stock or the account any other of any other(sits securities (collectively, "Other Securities") under the Securities Act any Act, whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, it will at such time give prompt written notice to each Holder of its equity intention to do so at least 10 business days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. Upon the written request of any such Holder made within 5 business days after the receipt of the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), the Company shall effect, in the manner set forth in Section 5, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered, provided that: (a) if at any time after giving written notice of its intention to register any securities and prior to the effective date of such registration, the Company shall determine for any reason not to register or to delay registration of such securities, it shall send to Buyer (or the Company may, at its successor in interest) election, give written notice of such determination to the Holders and, if within twenty thereupon, (20A) days after receipt in the case of such noticea determination not to register, Buyer (or the Company shall be relieved of its successor obligation to register any Registrable Securities in interest or transferee) shall so request in writing, Seller shall include in connection with such registration statement all and (B) in the case of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants a determination to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of delay such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number Company shall be permitted to delay registration of registrable securities any Registrable Securities requested to be included in such registration for the same period as the delay in registering such other securities, but, in either such case, without prejudice to the rights of the Holders under Section 2; (i) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwriting may be reduced underwritten offering on behalf of either the Company or holders of securities (PRO RATA among other than Registrable Securities) of the Buyer and its successors or assigns Company ("Other Holders"), and the holders of managing underwriter for such offering advises the other registrable securities contemplated being included Company in writing that, in such registrations based on firm's opinion, such offering would be materially and adversely affected by the number inclusion therein of registrable securities Registrable Securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be included therein because such Registrable Securities are not of the good faith opinion (expressed in writing) that such inclusion would reduce same type, class or series as the number of registrable securities to be offered by Seller or otherwise adversely affect and sold in such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 offering on behalf of the Securities Act without Company and/or the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.Other Holders, the Company may

Piggyback Registration. If, at any time(s) time after the date hereofthat is six (6) months from the Initial Closing Date, Seller shall determine the Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders (except with respect to the Initial Registration Statement, or registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice thereof to Holders of its intention so to do (such notice to be given at least fifteen (15) days prior to the filing thereof). Upon the written request of any other(ssuch Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), received by the Company within ten (10) under days after giving of any such notice by the Securities Act Company, to register any of such Holder's Registrable Securities, the Company will use its equity securitiescommercially reasonable efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, it shall send all to Buyer the extent requisite to permit the sale or other disposition by the Holder (or in accordance with its successor in interestwritten request) of such Registrable Securities so registered ("PIGGYBACK REGISTRATION RIGHTS"); PROVIDED, that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 2(c) and prior to the effective date of the Registration Statement filed in connection with such determination registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, if within twenty (20) days after receipt thereupon, shall be relieved of such notice, Buyer (or its successor obligation to register any Registrable Securities in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of connection with such registration. If a registration pursuant to this Section 2(c) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, involves an underwritten public offering, the number of registrable securities any Holder requesting to be included in such an underwriting registration may be reduced (PRO RATA among elect, in writing prior to the Buyer and its successors or assigns and the holders effective date of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, registration statement filed in connection with any proposed offeringsuch registration, not to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity register such securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of such registration. The foregoing provisions notwithstanding, the Company may withdraw any entity or business or securities issuable registration statement referred to in connection with a stock option or other employee benefit planthis Section 2(c) without thereby incurring any liability to the Holders.

Piggyback Registration. If, If the Company at any time(s) after the date hereof, Seller shall determine time proposes to register for any of its own account or the account of any other(s) Common Stock under the Securities Act for sale to the public (except pursuant to a demand registration under Section 2 hereof, which demand registration shall be governed by the terms of said Section 2, and except with respect to registration statements on Forms S-4, X-0 xx any other form not available for registering the Registrable Securities for sale to the public), each such time it will promptly give written notice to each holder of Registrable Securities of its equity securities, it shall send intention to Buyer effect such registration. Upon the written request of any such holder of Registrable Securities given within thirty (or its successor in interest) written notice of such determination and, if within twenty (2030) days after receipt by such holder of such notice, Buyer (the Company will, subject to the limits contained in this Section 4, use its commercially reasonable efforts to cause all Registrable Securities of such holder that such holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or its successor other disposition of said Registrable Securities; provided, however, that if the Company is advised in interest or transferee) shall so request writing in writing, Seller shall include good faith by the managing underwriter of the Company's securities being offered in an underwritten public offering pursuant to such registration statement all that the amount to be sold by persons other than the Company (collectively, the "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the marketability of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any holders of Registrable Securities) to a number of registrable reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be included excluded shall be determined in such the following sequence: (i) first, securities held by any Persons not having any contractual incidental or "piggy back" registration rights, (ii) second, securities held by 7 any Persons having contractual incidental or "piggy back" registration rights pursuant to an underwriting may be reduced agreement which is not this Agreement, and (PRO RATA among iii) third, Registrable Securities other than those held by the Buyer and its successors or assigns Original Investors and the holders of Series B Investors, and (iv) fourth, Registrable Securities held by the other registrable securities contemplated being included Original Investors and the Series B Investors. If there is a reduction in such registrations based on the number of registrable securities requested shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i), (ii), (iii) or (iv) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each of them) if such tranche and subject to the extent that priorities set forth in the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planpreceding sentence).

Piggyback Registration. (a) If, at any time(s) after time, through and including the third anniversary of the date hereofof this Debenture, Seller shall determine the Company proposes to register for its own account or the account of any other(s) under the Securities Act any of its equity securitiessecurities under the Act (other than in connection with a merger, otherwise pursuant to a Form S-4 Registration Statement or pursuant to a Form S-8 Registration Statement), it shall send to Buyer (or its successor in interest) will give written notice by registered mail, at least thirty (30) days prior to the filing of each such determination andregistration statement, if to the Rights Holder of its intention to do so. If the Rights Holder notifies the Company within twenty (20) days after receipt of any such noticenotice of its desire to include any Registrable Securities in such proposed registration statement, Buyer the Company shall afford such Rights Holder the opportunity to have any of the Registrable Securities registered under such registration statement and included in any underwriting involved with respect thereto. (b) Notwithstanding the provisions of Section 10 hereof: (i) the Company shall have the right at any time after it shall have given written notice pursuant to said Section 10 (irrespective of whether a written request for inclusion of any Registrable Securities shall have been made) to elect not to file any such proposed registration statement, or its successor to withdraw the same after the filing but prior to the effective date thereof; and (ii) in interest the event a registration under Section 10 hereof relates to an underwritten public offering which does not include any securities being offered and sold on behalf of selling shareholders, the inclusion of any Registrable Securities may, at the election of the Company, be conditioned upon the Rights Holder agreement that the public offering of such Registrable Securities shall not commence until ninety (90) days after the effective date of such registration. (c) The rights of the Rights Holder pursuant to Section 10 hereof shall be conditioned upon such Rights Holder's participation in the underwriting with respect thereto and the inclusion of such Rights Holder's Registrable Securities in such underwriting (unless otherwise mutually agreed by the Company, the managing underwriter or, if none, a majority of the underwriters, and such Rights Holder) to the extent provided herein. (d) Notwithstanding any other provision of this Debenture, if the managing underwriter or, if none, a majority of the underwriters, determines that marketing factors require a limitation of the number of shares to be underwritten or transferee) a complete exclusion of such shares, such underwriter or underwriters may limit the number of Registrable Securities that may be included in the registration and underwriting or exclude all of the Registrable Securities, as appropriate. In the case of an underwritten registration in which the number of Registrable Securities that may be included is limited, the Company shall so request advise the Rights Holder of the limited number of Registrable Securities that may be included in writingthe registration, Seller and the number of Registrable Securities that may be included in the registration and underwriting shall include be allocated among all Rights Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration statement held by such Rights Holders at the time of filing the registration statement. (e) The Company shall (together with all Rights Holders proposing to distribute their securities through an underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting. (f) If, after the third anniversary date of the Conversion Shares or Warrant Shares (including shares covered Debenture, the Registrable Securities owned by the Notes and/or Warrants Holder continue to be subject to a legend or other transfer restriction which treats the Holder as having affiliate status as that term is used in Rule 144 of the Act, then the Holder shall continue to have a one-time right to include any Registrable Securities in a proposed registration statement subject to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor procedures described in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriterSection 10.2 hereof. This "piggy-back" registration right shall not apply to an offering expire on the earlier of: (i) the conclusion of equity securities on Form S-4 the Holder's affiliate status; or S-8 (or their then-equivalent formsii) relating to securities to be issued solely in connection with an acquisition the sixth anniversary date of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Debenture.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity) (a "PROPOSED REGISTRATION") and (ii) a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have thirty (2030) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution; PROVIDED, Buyer (or its successor HOWEVER, that in interest or transferee) no event shall so request in writing, Seller shall include in a Holder be entitled to sell Registrable Securities pursuant to the Proposed Registration if such registration statement all of Registrable Securities may then be sold pursuant to the Conversion Shares or Warrant Shares (including shares covered Registration Statement filed by the Notes and/or Warrants Company pursuant to Section 2 hereof. Upon receipt of such request, the Company shall use its best efforts to cause all Registrable Securities which the Company has been requested to register to be registered under the Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; PROVIDED, HOWEVER, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offering, to engage underwritten public offering for the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Registration Statement.

Piggyback Registration. If, If at any time(s) time prior to the date that is 180 days after the date hereofexpiration of the Registration Period, Seller shall determine (i) the Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (a "Proposed Registration") other than a registration statement ---------------------- on Form S-8 or Form S-4 or any successor or other forms promulgated for similar purposes and (ii) a Registration Statement covering the sale of its equity securitiesall of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have ten (2010) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to -------- ------- postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offeringunderwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, to engage the services managing underwriter(s) thereof shall impose a limitation on the number of an underwriter, as, for example, if Seller shall file shares of Common Stock which may be included in a registration statement under Rule 415 because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in the registration statement or S-8 are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement. OBLIGATIONS OF THE COMPANY. -------------------------- In addition to performing its obligations hereunder, including without limitation those pursuant to paragraphs 2(a), (or their then-equivalent formsb) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.and (c) above, the Company shall:

Piggyback Registration. If, If at any time(stime prior to the earlier to occur of (x) after the date hereofon which all of the Registrable Securities have been sold pursuant to the Registration Statement and (y) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Holders) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time, Seller shall determine (i) the Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity, it shall send to Buyer or a registration statement on Form S-3 covering the resale of securities issued in connection with a corporate acquisition) (or its successor in interesta "Proposed Registration") and (ii) --------------------- a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice of such determination and, if within Proposed Registration. Each Holder shall have twenty (20) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed underwritten public offering for the account of the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such 144 underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Registration Statement.

Piggyback Registration. If, If the Company at any time(s) after the date hereof, Seller shall determine time proposes to register for any of its own account or the account of any other(s) Common Stock under the Securities Act by registration on any forms (other than a registration statement on Form S-4 or S-8 or an offering to existing security holders of the Company pursuant to rights distributed to existing security holders or pursuant to a dividend reinvestment plan), whether or not pursuant to registration rights granted to other holders of its equity securitiessecurities and whether or not for sale for its own account, it shall send give prompt written notice to Buyer all of the Holders of its intention to do so and of such Holders' rights (if any) under this Section 3, which notice, in any event, shall be given at least 20 days prior to such proposed registration. Upon the written request of any Holder receiving notice of such proposed registration (a "REQUESTING HOLDER") made within 10 days after the receipt of any such notice (5 days if the Company states in such written notice or gives telephonic notice to the relevant securityholders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), which request shall specify the Registrable Common Stock intended to be disposed of by such Requesting Holder and the minimum offering price per share at which such Requesting Holder is willing to sell its Registrable Common Stock, the Company shall, subject to Section 6(b) hereof, effect the registration under the Securities Act of all Registrable Common Stock which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED, THAT, (A) prior to the effective date of the registration statement filed in connection with such registration, promptly following receipt of notification by the Company from the managing underwriter of the estimated price at which such securities are expected to be sold, the Company shall so advise each Requesting Holder of such price, and if such price is below the minimum price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, such Requesting Holder shall then have the right irrevocably to withdraw its request to have its Registrable Common Stock included in such registration statement, by delivery of written notice of such withdrawal to the Company within one Business Day of its being advised of such price, without prejudice to the rights of such Requesting Holder to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause such registration to be effected as a registration under Section 2(a) hereof, as the case may be; (B) if at any time after giving written notice of its successor intention to register any securities and prior to the effective date of the registration statement filed in interest) connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination and, if within twenty five Business Days to each Requesting Holder and (20i) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall becase of a determination not to register, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be relieved of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities its obligation to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, register any Registrable Common Stock in connection with such registration (but not from any proposed obligation of the Company to pay the Expenses in connection therewith), without prejudice, however, to the rights of any Holder to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause such registration to be effected as a registration under Section 2(a) hereof, as the case may be, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Common Stock, for the same period as the delay in registering such other securities; and (C) if such registration involves an underwritten public offering, to engage each Requesting Holder shall sell its Registrable Common Stock on the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not same terms and conditions as those that apply to an offering the Company. No registration effected under this Section 3 shall relieve the Company of equity securities on Form S-4 or S-8 (or their then-equivalent formsits obligation to effect any registration upon request under Section 2(a) relating hereof and no registration effected pursuant to securities this Section 3 shall be deemed to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planhave been effected pursuant to Section 2(a) hereof.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity, it shall send to Buyer or a registration statement on Form S-3 covering the resale of securities issued in connection with a corporate acquisition) (or its successor in interesta "Proposed Registration") and (ii) --------------------- a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice of such determination and, if within Proposed Registration. Each Holder shall have twenty (20) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that -------- ------- withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed underwritten public offering for the account of the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement (which securities shall include those held by Go2Net, Inc. or their then-equivalent forms) relating any other strategic investor to securities to be issued solely which the Company grants registration rights in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe future).

Piggyback Registration. If, If the Company at any time(s) after the date hereof, Seller shall determine time proposes to register any Registrable Securities under the Securities Act for sale to the public, whether for its own account or for the account of any other(sother securityholders or both (except (x) under in connection with an initial public offering of Common Stock or (x) with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Registrable Securities Act any for sale to the public), it will give written notice at such time to all Holders of outstanding Registrable Securities of its equity securitiesintention to do so. Upon the written request of any such Holder, it shall send to Buyer (or its successor in interest) written notice of such determination and, if given within twenty (20) 20 days after receipt of any such noticenotice by the Company, Buyer to register any of its Registrable Securities (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Registrable Securities, as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the Holder (in accordance with its successor in interest written request) of such Registrable Securities so registered; PROVIDED that nothing herein shall prevent the Company from abandoning or transferee) delaying such registration at any time; PROVIDED FURTHER that the only securities the Company shall so request in writing, Seller be required to register pursuant hereto with respect to a registration statement shall include in be Registrable Securities of the same class of securities as proposed by the Company to be registered on such registration statement all (except that the Company shall be required to register Warrants with respect to a registration statement in connection with the registration of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transfereeCommon Stock), and requested to be registered. Notwithstanding the foregoing, in In the event that any registration pursuant to this Section 13(a) shall be, in whole or in part, an underwritten offeringpublic offering of Registrable Securities, any request by a Holder pursuant to this Section 13(a) to register Registrable Securities shall specify that either (i) such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Registrable Securities otherwise being sold through underwriters under such registration or (ii) such Registrable Securities are to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of such securities in reasonably similar circumstances. The number of registrable securities shares of Registrable Securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders Holders of the other registrable securities contemplated being included in such registrations Registrable Securities requesting registration pursuant to this Section 13(a) based on the number of registrable securities requested to be registered shares of Registrable Securities owned by each any such Holder on the date of themsuch request out of the total outstanding shares of Registrable Securities on that date) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce adversely affect the number marketing of registrable the securities to be offered sold by Seller or otherwise adversely affect the Company therein; PROVIDED, HOWEVER, that such offeringnumber of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company and the Holders of Registrable Securities. Nothing herein shall be construed so as Notwithstanding anything to require Sellerthe contrary contained in this Section 13(a) hereof, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Registrable Securities and a Holder of Registrable Securities does not elect to sell his Registrable Securities to the underwriters of the Company's securities in connection with any proposed such offering, such Holder shall, to engage the services extent required by such underwriters with respect to all Holders of an underwriterRegistrable Securities, as, for example, if Seller shall file a registration statement under Rule 415 refrain from selling such Registrable Securities during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; PROVIDED, HOWEVER, that such Holder shall, in any event, be entitled to sell its Registrable Securities Act without commencing on the services or engagement 120th day after the effective date of any underwriter. This "piggy-back" such registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planstatement.

Piggyback Registration. If(a) If OSI proposes to file a registration statement under the Securities Act, at any time(s) after the date hereofincluding a Demand Registration, Seller shall determine with respect to register an offering of OSI Common Stock for cash 5 6 by OSI for its own account or for the account of any other(s) under the Securities Act any of its equity securitiesholders (other than a registration statement on Form S-4 or S-8 or any substitute form that may be adopted by the SEC or any registration statement filed in connection with an exchange offer or offering of securities solely to OSI's existing security holders or any registration statement filed in connection with an exchange offer or offering of securities to holders of Exchangeable Shares) (the "PTI Registration Statement"), it then OSI shall send to Buyer (or its successor in interest) give written notice of such determination andproposed filing to the Holders of the Registrable Securities as soon as practicable (but in no event less than 20 days before the anticipated initial filing date of such registration statement), if within twenty and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (20) days after a "Piggyback Registration"). On or before the 10th day following the receipt of such noticenotice by the Holders, Buyer (any Holder wishing to include any or all of its successor in interest or transferee) shall so request in writing, Seller shall include Registrable Securities in such registration statement all of shall give written notice to OSI stating the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness name of such registration) held by Buyer (or its successor Holder and the amount of such Holder's Registrable Securities to be included in interest or transfereesuch registration statement. Subject to Section 3(b), and OSI shall include in each such Piggyback Registration all Registrable Securities requested to be registeredincluded in the registration for such offering; provided, however, that OSI may at any time withdraw or cease proceeding with such registration without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if OSI determines in its sole discretion that such action is in the best interests of OSI and its stockholders (for this purpose, the interests of the Holders shall not be considered). Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (b) OSI shall use all commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a) ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, OSI shall not be required to include any Holder's Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between OSI and the managing Underwriter or Underwriters and otherwise complies with the provisions of Section 8. If such offering is a Demand Registration pursuant to Section 2(a), then the provisions of Section 2(d) shall apply. In all other offerings that are underwritten, if the managing Underwriter or Underwriters of such proposed underwritten offering advise OSI in writing that in its or their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may offering shall be reduced (PRO RATA among the Buyer allocated first to OSI, and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and then, to the extent that any additional securities can, in the opinion of such managing underwriter shall Underwriter or Underwriters, be sold without any such Material Adverse Effect, pro rata among the holders of Piggyback Securities on the good faith opinion (expressed in writing) that such inclusion would reduce basis of the number of registrable securities outstanding shares of OSI Common Stock requested to be offered included in such registration by Seller or otherwise adversely affect each such offering. Nothing herein Holder. (c) Until such time as the PTI Registration Statement has been declared effective by the SEC, the holders of PTI Exchangeable Shares shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities deemed to be issued solely Holders hereunder for purposes of participation in connection with an acquisition Piggyback Registrations. The holders of any entity or business or securities issuable in connection with a stock option or other employee benefit plan.PTI

Piggyback Registration. If, (a) If the Company at any time(s) after the date hereof, Seller shall determine time while Registrable Securities are outstanding proposes to register any of its securities under the Securities Act for sale to the public for its own account or on the account demand of any other(sother holder of contractual registration rights (other than (i) a registration on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration on Form S-4 or any successor form or in connection with an exchange offer, (iii) a registration in connection with a securities or rights offering exclusively to the Company's security holders, (iv) a registration in connection with an offering solely to employees of the Company or its affiliates, (v) a registration relating to a transaction pursuant to Rule 145 or any other similar rule of the Commission under the Securities Act any of its equity securitiesor (vi) a shelf registration), each such time it shall send to Buyer will give the Holder at least fifteen (or its successor in interest15) days prior written notice of its intention to do so, and will afford such determination andHolder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder (subject to the subsequent limiting provisions contained in this paragraph). If the Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, if such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, upon all the terms and conditions set forth herein. Upon the written request of the Holder given to the Company within twenty (20) days after its receipt of such notice, Buyer the Company will, subject to the limits contained in this Section 3, use its best efforts to cause all such Registrable Securities of the Holder (or its successor in interest or transferee) shall as so request in writing, Seller shall include requested in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registrationrequest) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among registration statement; provided, however, that if the Buyer and its successors or assigns and the holders Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other registrable than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including the Holder) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares to be excluded shall be determined in the following order of priority: (i) securities contemplated being included held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by the Holder and any other Persons having contractual, incidental registration rights (other than those contained in the Existing Agreement) on a pro rata basis, (iii) securities held by any Persons having contractual, incidental registration rights under the Existing Agreement determined on a pro rata basis, and (iv) securities held by any Persons having contractual, demand registration rights under the Existing Agreement that demanded such registration. (b) If the registration pursuant to Section 3(a) above relates to an underwritten public offering, the Company shall so advise the Holder as part of the written notice given pursuant to Section 3(a). In such event, the right of the Holder to participate in such registrations based registration shall be conditioned upon such Holder's participation in such underwriting in accordance with the terms and conditions thereof. Holder hereby agrees that such Holder may not participate in any underwritten offering unless such Holder (i) agrees to sell such Holder's Registrable Securities on the number basis provided in the underwriting arrangements applicable to such underwritten offering and (ii) completes and executes all questionnaires, powers of registrable securities requested to be registered by each attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of themthe underwriting arrangements for such underwritten offering. (c) if and Notwithstanding the provisions of this Section 3, the Company shall have the right at any time after it shall have given written notice to the extent that Holder pursuant to Section 3(a) (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 managing underwriter same after filing but prior to effectiveness. The registration expenses of such withdrawn registration shall be of borne by the good faith opinion (expressed Company in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection accordance with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planSection 5 hereof.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 or Form S-8 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity) (a "Proposed Registration"), it shall send to Buyer and (or its successor in interestii) a registration statement covering --------------------- the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders (other than as provided herein), the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have ten (2010) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw -------- ------- any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offering, to engage underwritten public offering for the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement subject to any rights of priority by holders of other securities. If an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with which a Holder is entitled to registration under this Section 3 is an acquisition underwritten offering, then as a condition of any entity participating in the registration each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or business or securities issuable underwriters, subject to the provisions of this Agreement (including, without limitation, Section 5(c)), on the same terms and conditions as other shares of Common Stock included in connection with a stock option or the same underwritten offering and shall join in the same underwriting agreement as the other employee benefit planparticipants in the offering.

Piggyback Registration. If, at any time(s) after time during the period commencing on the date hereof and ending on ________________________ [the fifth anniversary of the date hereof], Seller shall determine the Company proposes to register for its own account or the account of any other(s) under the Securities Act any of its equity securitiessecurities under the Act (other than in connection with a merger or pursuant to Form S-8, Form S-4 or a successor form) it shall send to Buyer (or its successor in interest) will give written notice by delixxxx xx xxxxxn, registered or certified mail (postage prepaid, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, at least thirty (30) days prior to the filing of each such determination andregistration statement, if to the Representatives and to all other Holders of the Warrants and/or Warrant Securities of its intention to do so. Such notice shall continue to be given by the Company with respect to any future registrations so long as any Warrant Shares remain unregistered. If any of the Representatives or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice, Buyer (notice of its or its successor in interest or transferee) shall so request in writing, Seller shall their desire to include any Warrant Shares in such proposed registration statement, the Company shall afford each of the Representatives and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Shares registered under such registration statement; provided however, that the Company shall not be obligated to comply with the registration request if (a) such Warrant Shares may be publicly sold by the Holders thereof pursuant to an effective and current registration statement all that permits the method of distribution desired by the Holders or (b) the Holders receive an opinion of counsel to the Company that the Warrant Shares may be freely traded without registration pursuant to Rule 144 of the Conversion Shares Act or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registeredotherwise. Notwithstanding the foregoing, if in the event that any registration case of an underwritten offering by the Company, the managing underwriter of such offering shall beadvise the Company in writing that, in whole or in part, an underwritten offeringits opinion, the number distribution of registrable securities the Warrant Shares requested to be included in the registration concurrently with the other securities being registered, when added to such an underwriting may be reduced (PRO RATA among other securities, would exceed the Buyer and its successors or assigns and the holders maximum amount of the other registrable Company's securities contemplated being included in which can be marketed without materially and adversely affecting the entire offering, then the offering and sale of such registrations based on the number of registrable securities requested Warrant Shares shall be delayed for such period, not to be registered by each of themexceed ninety (90) if and to the extent that the days, as such managing underwriter shall request. In the event of a delay as provided in the preceding sentence, the Company shall file such supplements and post-effective amendments, and take any such other steps as may be necessary, to permit the proposed offering and sale of such Warrant Shares for a period of ninety (90) days immediately following the good faith opinion (expressed in writing) that end of such inclusion would reduce the number period of registrable securities to be offered delay. The Company shall bear all fees and expenses incurred by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, it in connection with any proposed offering, to engage the services preparation and filing of an underwriter, as, for example, if Seller shall file a such post-effective amendment or new registration statement under Rule 415 (other than the fees of the Securities Act without Holders' counsel and other than the services or engagement underwriting discounts, commissions and expenses on the sale of the Warrant Shares). 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 underwriter. This "piggy-back" such securities shall have been made) to elect not to file any such proposed registration right shall not apply statement, or to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating withdraw the same after the filing but prior to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe effective date thereof.

Piggyback Registration. If, If ESAN at any time(s) after the date hereof, Seller shall determine time proposes to register any of its securities under the 1933 Act, whether or not for sale for its own account account, on Form S-1 or any other form of registration statement (other than Form S-4 or Form S-8) then available for the account registration of any other(s) ESAN securities under the Securities 1933 Act any of its equity securities(the "Registration Statement"), it shall send to Buyer each such time give at least thirty (or its successor in interest30) days’ prior written notice to the Holder of its intention to do so (which notice shall include a list of any jurisdictions in which ESAN intends to attempt to qualify such determination and, if securities under the applicable blue sky or other state securities laws. Upon the written request of the Holder (a "Requesting Holder") made as promptly as practicable and in any event within twenty (20) days after the receipt of any such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder and the intended methods of such disposition), Buyer (or ESAN in each instance shall use its successor in interest or transferee) shall best efforts to effect the registration under the 1933 Act of all Registrable Securities which ESAN has been so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered requested to register by the Notes and/or Warrants Requesting Holder thereof under the 1933 Act and registered or qualified under any applicable state securities laws, all to the extent Seller receives appropriate assurances that required to permit the sale or other disposition (in accordance with such Notes or Warrants will be converted or exercised upon intended methods thereof) of the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested Registrable Securities so to be registered. Notwithstanding the foregoing, in the event ; provided that any (i) if such registration shall be, in whole or in part, involves an underwritten offeringoffering to the public, the number all Holders of registrable securities Registrable Securities requesting to be included in such an underwriting may be reduced ESAN’s registration must sell their Registrable Securities to the underwriters selected by ESAN on the same terms and conditions as apply to ESAN and (PRO RATA among ii) if, at any time after giving notice of its intention to register any securities pursuant to this Section 2(a) and prior to the Buyer and its successors or assigns and the holders effective date of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, Registration Statement filed in connection with such registration, ESAN shall determine for any proposed offeringreason not to register such securities, ESAN shall give written notice to engage the services all Holders of an underwriterRegistrable Securities and, asthereupon, for example, if Seller shall file a registration statement under Rule 415 be relieved of the its obligation to register any Registrable Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plansuch registration without prejudice.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have thirty (2030) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed underwritten public offering for the account of the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Registration Statement.

Piggyback Registration. If, If the Company at any time(s) after the date hereof, Seller shall determine time proposes for any reason to register for its own account Primary Shares or the account of any other(s) Other Shares under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any of its equity securitiessuccessor forms thereto), it shall send to Buyer (or its successor in interest) promptly give written notice to the Investors of its intention to so register such determination shares and, if upon the written request, delivered to the Company within twenty (20) 30 days after receipt delivery of any such noticenotice by the Company, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall of any of the Investors to include in such registration statement all of the Conversion Registrable Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer such Investor (or its successor in interest or transferee), and which request shall specify the number of Registrable Shares requested to be registered. Notwithstanding included in such registration), the foregoingCompany shall use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises (a) if such registration was initiated by one or more holders of Other Shares pursuant to a registration rights agreement with the Company: first, all Other Shares required to be included in such registration by the holders who are parties to such registration rights agreement; second, the Other Shares (held by holders who are not parties to such registration rights agreement) and the Registrable Shares requested to be included in such registration pro rata among the holders thereof, subject to underwriter cut-backs on a pro rata basis (based on the number of Other Shares and Registrable Shares requested to be including in the event that registration) among the participating holders of such Other Shares and Registrable Shares; and third, the Primary Shares proposed to be registered by the Company. (b) if such registration was initiated by the Company: first, the Primary Shares proposed to be registered by the Company; second, the Other Shares and the Registrable Shares requested to be registered in such registration pro rata among the holders thereof, subject to underwriter cut-backs on a pro rata basis (based on the number of Other Shares and Registrable Shares requested to be included in the registration) among the participating holders of Other Shares and Registrable Shares. The Company shall have the right to postpone or withdraw any registration effectuated under this Section 3 prior to the effective date of any registration statement with respect thereto without obligation to any Investor (other than the Company's obligation to pay the Investors' expenses in accordance in with Section 6 hereof). In addition to the rights contained in Section 2, at such time as the Company shall behave qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, each of the Investors shall have the right to request in whole writing an unlimited number of registrations of Registrable Shares on Form S-3 or such successor form thereto, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of and the holders thereof, (ii) state the intended method of disposition of such Registrable Shares and (iii) relate to Registrable Shares having an anticipated aggregate gross offering price (before underwriting discounts and commissions) of at least $1,000,000. A requested registration on Form S-3 or any such successor form in partcompliance with this Section 4 shall not count as a registration statement initiated pursuant to Section 2. If a request complying with the requirements of this Section 4 is delivered to the Company, the provisions of Section 2(b)(ii) through (iv) shall apply. If the registration is for an underwritten offering, the number provisions of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of themSection 2(b)(v) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planapply.

Piggyback Registration. IfSubject to Permitted Interruptions as provided for in Section 3.8, if at any time(s) time after the date hereofClosing, Seller shall determine and from time to register time thereafter, the Issuer proposes to effect a Piggyback Registration for its own account or for the account of any other(sa security holder or holders, the Issuer shall: (a) under the Securities Act any of its equity securities, it shall send promptly give to Buyer (or its successor in interest) each Stockholder and Employee Stockholder written notice thereof (which written notice shall include a list of the jurisdictions in which the Issuer intends to attempt to qualify such determination securities under or otherwise comply with the applicable blue sky or other state securities laws); and (b) include in such registration (and any related qualification under or other compliance with blue sky or other state securities laws), if and in any underwriting involved therein, all the Registrable Securities specified in a written request, made within twenty fifteen (2015) days after receipt of such noticewritten notice from the Issuer, Buyer by any Stockholder (or the Trustees on behalf of any Stockholder) or any Employee Stockholder (or the Employee Trustee on behalf of any Employee Stockholder); PROVIDED, HOWEVER, that if such registration is a Cutback Registration, then (i) if such registration is a registration on behalf of the Issuer for its successor own account, the Issuer shall register in interest or transfereesuch registration (A) shall so request first, the shares of Common Stock the Issuer proposes to sell in writingsuch registration, Seller shall and (B) second, the shares of Common Stock that are Registrable Securities held by the Stockholders, the Employee Stockholders and any other shares of Common Stock requested to be included therein by persons entitled to piggyback registration rights (the "Other Holders"), on a pro rata basis, based upon the number of shares of Common Stock each Stockholder, Employee Stockholder and each Other Holder originally sought to include in such registration; and (ii) if such registration statement all is a Piggyback Registration that is solely a secondary registration requested by, and being made on behalf of, holders of Common Stock other than the Conversion Shares Stockholders or Warrant Shares the Employee Stockholders (including the "Demanding Holders"), the Issuer shall register in such registration (A) first, the shares covered of Common Stock proposed to be sold by the Notes and/or Warrants to Demanding Holders, and (B) second, the extent Seller receives appropriate assurances shares of Common Stock that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) are Registrable Securities held by Buyer (or its successor in interest or transferee)the Stockholders, the Employee Stockholders and any other shares of Common Stock requested to be registered. Notwithstanding included therein by the foregoingOther Holders, in the event that any registration shall beon a pro rata basis, in whole or in part, an underwritten offering, based upon the number of registrable securities shares of Common Stock each Stockholder, Employee Stockholder and each Other Holder originally sought to be included include in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planregistration.

Piggyback Registration. If, If at any time(stime prior to the expiration of the Registration Period, (i) after the date hereof, Seller shall determine Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (a “Proposed Registration”) other than a registration statement on Form S-8 or Form S-4 or any successor or other forms promulgated for similar purposes and (ii) a Registration Statement covering the sale of its equity securitiesall of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have ten (2010) days after Business Days from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder’s intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement commercially reasonable efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offeringunderwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, to engage the services managing underwriter(s) thereof shall impose a limitation on the number of an underwriter, as, for example, if Seller shall file shares of Common Stock which may be included in a registration statement under Rule 415 because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in the registration statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe registration statement.

Piggyback Registration. If, If at any time(stime while any Registrable Shares or Units are outstanding (without any obligation to do so) after the date hereof, Seller shall determine Company proposes to register for its own account or the account of any other(s) file a registration statement under the Securities Act in connection with an offering of Common Stock solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of its equity securitiesCommon Stock, it shall send (iv) in connection with an offering solely to Buyer (employees of the Company or its successor in interestsubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account, the Company shall give prompt written notice of such determination andproposed filing to each Holder. The notice referred to in the preceding sentence shall offer each Holder the opportunity to register any amount of Registrable Shares as such Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller the Company shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoingPiggyback Registration, in the event that registration and qualification for sale under the blue sky or securities laws of the various states and in any registration underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to each Holder. Each Holder of Registrable Shares shall be, in whole be permitted to withdraw all or in part, part of its Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten offering, primary registration on behalf of the Company and the managing underwriter advises the Company that the total number of registrable securities shares of Common Stock requested to be included in such an underwriting may registration exceeds the number of shares of Common Stock which can be reduced sold in such offering, the Company will include in such registration in the following priority: (PRO RATA i) first, all shares of Common Stock the Company proposes to sell, (ii) second, if such Piggyback Registration Statement is being used to register shares of the Company's Common Stock of holders of registration rights granted under that certain Registration Rights Agreement dated as of May 16, 1995 among the Buyer Company and its successors or assigns and those other parties listed therein (the holders "Crosxxxx-xxxated holders") up to the full number of the such other registrable securities contemplated being shares of Common Stock requested to be included in such registrations based registration by the Crosxxxx-xxxated holders which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, allocated among the Crosxxxx-xxxated holders requesting registration on a pro rata basis, (iii) third, up to the full number of registrable securities shares of Common Stock requested to be registered included in such registration by each certain stockholders of themthe Company pursuant to that certain Continuing Investor Registration Rights Agreement among the Company and the stockholders named therein dated February 8, 1994, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, allocated among such holders requesting registration on a pro rata basis; and (iv) if and fourth, up to the extent that full number of Registrable Shares and shares of Common Stock requested to be included in such registration by any Holders and other holders of registration rights other than those described in clauses (ii) and (iii), respectively, which in the opinion of such managing underwriter shall underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with the shares of Common Stock to be registered allocated pro rata among the Holders and the other holders of registration rights on the basis of the good faith opinion (expressed in writing) that such inclusion would reduce the total number of registrable securities Registrable Shares and the other shares of the Company's Common Stock requested to be offered included in such registration by Seller or otherwise adversely affect all such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services Holders and other holders of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planrights).

Piggyback Registration. If, If at any time(stime prior to the expiration of the applicable Registration Period, (i) after the date hereof, Seller shall determine 4 Company proposes to register for its own account or the account shares of any other(s) Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of its equity securitiessecurities or an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, it shall send to Buyer (or its successor in interest) the Company shall, at such time, promptly give each Holder written notice of such determination and, if within twenty Proposed Registration. Each Holder shall have thirty (2030) days after from its receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, Buyer (or the Company shall use its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement best efforts to cause all of Registrable Securities which the Conversion Shares or Warrant Shares (including shares covered by Company has been requested to register to be registered under the Notes and/or Warrants Securities Act to the extent Seller receives appropriate assurances that such Notes necessary to permit their sale or Warrants will be converted or exercised upon other disposition in accordance with the effectiveness intended methods of distribution specified in the request of such registration) held by Buyer (Holder; provided, however, that the Company shall have the right to postpone or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that withdraw any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities effected pursuant to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and this Section 3 without obligation to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offeringHolder. Nothing herein shall be construed so as to require SellerIf, in connection with any proposed offering, to engage underwritten public offering for the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Act without with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the services or engagement Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of any underwriter. This "piggy-back" registration right Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not apply exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to an offering inclusion of equity such securities on Form S-4 in such Registration Statement or S-8 (or their then-equivalent forms) relating are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to be issued solely include such securities in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planthe Registration Statement.

Piggyback Registration. If, If at any time(s) time after May 30, 1998 the date hereof, Seller Company shall determine to register file a registration statement under the Securities Act relating to a proposed sale to the public of its Common Stock (but excluding registrations on Form S-4 or S-8) either for its own account or the account of any other(sa security holder or holders (in either case a "Piggyback Registration"), the Company shall: (a) promptly give to each Holder of a Registrable Security written notice thereof (which notice will include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the Securities Act any applicable blue sky or other state securities laws, the proposed offering price, and the plan of its equity securities, it shall send to Buyer distribution); (or its successor in interestb) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares (and any related qualification under blue sky laws or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transfereeother compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 30 days after such written notice from the Company, by any holder or holders of Registrable Securities; and (c) use its best efforts to cause the managing underwriter or underwriters of such proposed Underwritten Offering to permit the Registrable Securities requested to be registeredincluded in the Registration Statement for such Underwritten Offering to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, in if the event managing underwriter or underwriters of such offering advise the Holders of such Registrable Securities that marketing considerations require a limitation on the number of shares of Common Stock or other Registrable Securities offered pursuant to any registration shall beRegistration Statement subject to this Section 2.2, in whole then subject to the advice of said managing underwriter or in part, an underwritten underwriters as to the size and composition of the offering, the number Company will include Common Stock and other Registrable Securities in such registration in accordance with the following priorities: (i) first, Common Stock to be sold for the account of registrable securities the Company; (ii) second, Common Stock to be sold for the account of the Company's stockholders, other than the Holders of Registrable Securities, who have demanded or requested to be included in such an underwriting may the registration pursuant to "demand," "piggyback" or other registration rights provisions of other agreements to which the Company is a party and (iii) third, pro rata with respect to all Holders of Registrable Securities who have requested to be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the registration pursuant to this Section 2.2 in proportion to the number of registrable securities requested to be registered shares owned by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planHolder.

Piggyback Registration. If, (a) If at any time(stime (but without any obligation to do so) after the date hereof, Seller shall determine Company proposes to register file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares solely for cash for its own account (other than a registration statement (i) filed solely in connection with employee stock option or purchase plans; (ii) relating to a transaction pursuant to Rule 145 under the Securities Act; or (iii) pursuant to a registration form which does not include substantially the same information as would be required under the Securities Act to be included in a registration statement covering the sale of Registrable Shares) or for the account of any other(s) under holder of securities of the Securities Act any of its equity securitiessame type as the Registrable Shares, it then the Company shall send to Buyer (or its successor in interest) give written notice (the "Piggyback Notice") of such determination and, if within twenty (20) proposed filing to the Holders at least 15 days after receipt of before the anticipated filing date. The Piggyback Notice shall offer the Holders the opportunity to register pursuant to the registration statement proposed to be filed as described in such notice, Buyer such amount of Registrable Shares then Beneficially Owned by the Holders as they may request (or its successor in interest or transfereeeach a "Piggyback Registration"). Subject to Section 3(b) shall so request in writingof this Agreement, Seller the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests from Holders for inclusion therein within 10 days after the Piggyback Notice has been received by the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the registration statement all with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants registration expenses payable with respect to the extent Seller receives appropriate assurances Registrable Shares Beneficially Owned by such Holder that are withdrawn by such Notes or Warrants will be converted or exercised upon Holder. (b) The Company shall permit the effectiveness Holders to include all such Registrable Shares in any Piggyback Registration on the same terms and conditions as any similar securities, if any, of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registeredthe Company included therein. Notwithstanding the foregoing, if the Company determines, or the managing underwriter or underwriters participating in such offering advise the event Company in writing, that any registration shall be, in whole or in part, an underwritten offering, the number total amount of registrable securities requested to be included in such an underwriting may Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the Holders and the securities of the other holders who have piggyback registration rights with respect thereto shall be reduced (PRO RATA among to zero if necessary), pro rata on the Buyer and its successors or assigns and the holders basis of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each such Holder and each such other holder of themsecurities. (c) if and Nothing in this Section 3 shall create any liability on the part of the Company to the extent that Holders if the managing underwriter shall be of the good faith opinion (expressed Company in writing) that such inclusion would reduce the number of registrable securities its sole discretion should decide not to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 previously proposed to be filed as described in Section 3(a) of this Agreement or to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the Securities Act without issuance by the services or engagement Company of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 notice hereunder or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit planotherwise.

Piggyback Registration. If, If Duck Head at any time(s) after the date hereoftime proposes to file a registration statement with respect to any class of equity securities, Seller shall determine to register whether for its own account or the account of any other(s) under the Securities Act any of its equity securities, it shall send to Buyer (or its successor in interest) written notice of such determination and, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such an underwriting may be reduced (PRO RATA among the Buyer and its successors or assigns and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file than a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent formsany successor or substantially similar form) or a registration statement covering (A) an employee stock option, incentive stock award, stock purchase or compensation plan or securities issued or issuable pursuant to any such or similar plan, or (B) a dividend reinvestment plan) or for the account of a holder of securities of Duck Head pursuant to registration rights granted by Duck Head (a "Requesting Securityholder") (other than for the registration of securities for sale on a continuous or delayed basis pursuant to Rule 415), then Duck Head shall in each case give written notice of such proposed filing to all Holders of Registrable Securities at least ten Business Days before the anticipated filing date of any such registration statement by Duck Head, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise Duck Head in writing within five Business Days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and Duck Head shall include in such Registration Statement all such Registrable Securities so requested to be included therein; provided, that, in the event such Registration Statement is for an Underwritten Offering, the Holders of Registrable Securities included therein shall join in the underwriting on the same terms and conditions as Duck Head or the Requesting Securityholders except that the Holders of Registrable Securities shall not be required to give any representations and warranties relating to Duck Head, but shall execute any underwriting agreement, "lock-up" letters or other customary agreements or documents executed by Duck Head or the Requesting Securityholders in connection therewith. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advise Duck Head in writing that the total amount or kind of securities that the Holders of Registrable Securities, Duck Head, the Requesting Securityholders and any other Persons intended to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then the amount or kind of securities to be issued solely in connection offered for the accounts of Holders of Registrable Securities shall be reduced pro rata, together with an acquisition the amount or kind of securities to be offered for the accounts of any entity other Persons (other than Duck Head) requesting registration of securities pursuant to rights substantially similar to the rights of Holders under this Section 4, to the extent necessary to reduce the total amount or business kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters before the securities issuable in connection with a stock option offered by Duck Head or other employee benefit planany Requesting Securityholder are so reduced. Duck Head may at any time abandon or suspend any proposed registration covered by this Section 4.

Piggyback Registration. If, If at any time(stime while any Registrable Shares or Units are outstanding (without any obligation to do so) after the date hereof, Seller shall determine Company proposes to register for its own account or the account of any other(s) file a registration statement under the Securities Act in connection with an offering of Common Stock solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of its equity securitiesCommon Stock, it shall send (iv) in connection with an offering solely to Buyer (employees of the Company or its successor in interestsubsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account, the Company shall give prompt written notice of such determination andproposed filing to each Holder. The notice referred to in the preceding sentence shall offer each Holder the opportunity to register any amount of Registrable Shares as such Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, if within twenty (20) days after receipt of such notice, Buyer (or its successor in interest or transferee) shall so request in writing, Seller the Company shall include in such registration statement all of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoingPiggyback Registration, in the event that registration and qualification for sale under the blue sky or securities laws of the various states and in any registration underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to each Holder. Each Holder of Registrable Shares shall be, in whole be permitted to withdraw all or in part, part of its Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten offering, primary registration on behalf of the Company and the managing underwriter advises the Company that the total number of registrable securities shares of Common Stock requested to be included in such an underwriting may registration exceeds the number of shares of Common Stock which can be reduced sold in such offering, the Company will include in such registration in the following priority: (PRO RATA i) first, all shares of Common Stock the Company proposes to sell, (ii) second, if such Piggyback Registration Statement is being used to register shares of the Company's Common Stock of holders of registration rights granted under that certain Registration Rights Agreement dated as of May 16, 1995 among the Buyer Company and its successors or assigns and those other parties listed therein (the holders "Crosxxxx-xxxated holders") up to the full number of the such other registrable securities contemplated being shares of Common Stock requested to be included in such registrations based registration by the Crosxxxx-xxxated holders which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, allocated among the Crosxxxx-xxxated holders requesting registration on a pro rata basis, (iii) third, up to the full number of registrable securities shares of Common Stock requested to be registered included in such registration by each certain stockholders of themthe Company pursuant to that certain Continuing Investor Registration Rights Agreement among the Company and the stockholders named therein dated February 8, 1994, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, allocated among such holders requesting registration on a pro rata basis; and (iv) if and fourth, up to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the full number of registrable securities Registrable Shares and shares of Common Stock requested to be offered included in such registration by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services Holders and other holders of an underwriter, as, for example, if Seller shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities on Form S-4 or S-8 (or their then-equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or rights other employee benefit plan.than