Piggyback Registration Rights. If, at any time following the Closing there is not an effective Registration Statement covering all of the Registrable Securities, and the Company shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) 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 the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may request to be registered, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable rules, regulations and interpretations of the Commission, so as to permit the resale of such Registrable Securities by the Purchaser under Rule 415 under the Securities Act; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2(b) that are the subject of a then effective Registration Statement.

Piggyback Registration Rights.Piggy-Back Registrations. If, at any time following the Closing there is not an effective Registration Statement covering all of the Registrable Securities,Securities and the Company shall determine to prepare and file with the CommissionSEC a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) 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 the Company’s stock option or other employee benefit plans, then the Company shall deliver to the PurchaserShareholder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the PurchaserShareholder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may requestShareholder requests to be registered,registered or such amount as otherwise shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations of the Commission, so as to permit the resale of such Registrable Securities by the PurchaserShareholder under Rule 415 under the Securities Act; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2(b)that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the SEC pursuant to the Securities Act or that are the subject of a then effective Registration Statement.

Piggyback Registration Rights.Piggy-Back Registrations. If, at any time followingduring the ClosingEffectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities,Securities and the Company[[Organization A:Organization]] shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) 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 the Company’[[Organization A:Organization]]’s stock option or other employee benefit plans, then the Company[[Organization A:Organization]] shall deliver to the Purchasereach Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaserany such Holder shall so request in writing, the Company[[Organization A:Organization]] shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may requestsuch Holder requests to be registered, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable rules, regulations and interpretations of the Commission, so as to permit the resale of such Registrable Securities by the Purchaser under Rule 415 under the Securities Act;registered; provided, however, that the Company[[Organization A:Organization]] shall not be required to register any Registrable Securities pursuant to this Section 4.2(b)6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.Statement that is available for resales or other dispositions by such Holder.

Piggyback Registration Rights.Piggy-Back Registrations. If, at any time followingduring the ClosingEffectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities,Securities and the Company[[Organization A:Organization]] shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) 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 the Company’[[Organization A:Organization]]’s stock option or other employee benefit plans, then the Company[[Organization A:Organization]] shall deliver to the Purchasereach Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaserany such Holder shall so request in writing, the Company[[Organization A:Organization]] shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may requestsuch Holder requests to be registered, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable rules, regulations and interpretations of the Commission, so as to permit the resale of such Registrable Securities by the Purchaser under Rule 415 under the Securities Act;registered; provided, however, that the Company[[Organization A:Organization]] shall not be required to register any Registrable Securities pursuant to this Section 4.2(b)6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.

Piggyback RegistrationPiggy-Back Rights. If,If at any time followingon or after the date of the Closing there is not an effectivethe Company proposes to file any Registration Statement covering allunder the 1933 Act (a “Registration Statement”) with respect to any offering of the Registrable Securities, andequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of others under the Securities Act of any of its equity securities,Company), other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solelya Registration Statement # filed in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’semployee stock option or other employee benefit plans,plan on Form S-8, # for a dividend reinvestment plan or # in connection with a merger or acquisition, then the Company shall deliver to the Purchaser a# give written notice of such determination and, if within fifteen (15)proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days afterbefore the anticipated filing date of the deliveryRegistration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and # offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such notice, the Purchaser shall sonumber of Registrable Securities as such holders may request in writing, thewriting within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall includecause such Registrable Securities to be included in such registration statement alland shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any partsimilar securities of the Company and to permit the sale or other disposition of such Registrable Securities that the Purchaser may request to be registered, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable rules, regulations and interpretationsthe intended method(s) of the Commission, so as to permit the resaledistribution thereof. All holders of such Registrable Securities byproposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Purchaser under Rule 415 under the Securities Act; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2(b) that are the subject of a then effective Registration Statement.underwriter or underwriters selected for such Piggy-Back Registration.

Piggyback Registration Rights.Piggy-Back Registrations. If, at any time followingduring the ClosingEffectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities,Securities and the Company[[Organization B:Organization]] shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) 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 the Company’[[Organization B:Organization]]’s stock option or other employee benefit plans, then the Company[[Organization B:Organization]] shall deliver to the Purchasereach Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaserany such Holder shall so request in writing, the Company[[Organization B:Organization]] shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may requestsuch Holder requests to be registered, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable rules, regulations and interpretations of the Commission, so as to permit the resale of such Registrable Securities by the Purchaser under Rule 415 under the Securities Act;registered; provided, however, that the Company[[Organization B:Organization]] shall not be required to register any Registrable Securities pursuant to this Section 4.2(b)6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.Statement that is available for resales or other dispositions by such Holder.

Piggyback Registration Rights.Piggy-Back Registrations. If, at any time followingduring the ClosingEffectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities,Securities and the Company[[Organization A:Organization]] shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) 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 the Company’[[Organization A:Organization]]’s stock option or other employee benefit plans, then the Company[[Organization A:Organization]] shall deliver to the Purchasereach Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaserany such Holder shall so request in writing, the Company[[Organization A:Organization]] shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may requestsuch Holder requests to be registered, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable rules, regulations and interpretations of the Commission, so as to permit the resale of such Registrable Securities by the Purchaser under Rule 415 under the Securities Act;registered; provided, however, that the Company[[Organization A:Organization]] shall not be required to register any Registrable Securities pursuant to this Section 4.2(b)6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions and provided [[Organization A:Organization]] is in compliance with the current public information requirement under Rule 144) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.Statement that is available for resales or other dispositions by such Holder.

PiggybackPiggy Back Registration Rights. If,If at any time followingduring the ClosingEffectiveness Period there is not anno effective Registration Statement covering all of the Registrable Securities,Shares then issued and outstanding and the Company[[Organization A:Organization]] shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) 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 the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaser shall so request in writing, the Company[[Organization A:Organization]] shall include in such registration statement all or any part of such Registrable SecuritiesShares. For clarity, the provisions of this [Section 6(h)] shall require that the Purchaser may request[[Organization A:Organization]] include the Shares to be registered, or such amount as otherwise shall be permittedissued pursuant to be included thereon in accordance with applicable rules, regulations and interpretationsSection of the Commission, so as to permitSecurities Purchase Agreement on the resale of such Registrable Securities byfirst registration statement it files following the Purchaser under Rule 415 under the Securities Act; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2(b) that are the subject of a then effective Registration Statement.date hereof.

Piggyback Registration Rights. If,If the Company at any time following the Closing there is not an effective Registration Statement covering all of the Registrable Securities, and the Company shall determineproposes to prepare and file with the Commission a registration statement (other thanunder the Financing Registration Statement) relatingSecurities Act with respect to anany offering of Common Stock for its own account or for the account of others under the Securities Act of any of its equity securities, other Persons (other than # a registration on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalentsany successor form to such referenced forms or # a registration of securities solely relating to equity securitiesan offering and sale to be issued solely in connection withemployees or directors of the Company pursuant to any acquisition of any entity or business or equity securities issuable in connection with the Company’semployee stock optionplan or other employee benefit plans, thenplan arrangement) (a “Company Public Sale”), then, as soon as practicable (but in no event less than ten (10) calendar days prior to the proposed date of filing of such registration statement), the Company shall deliver to the Purchaser agive written notice of such determination and, if within fifteen (15) days afterproposed filing to all Investors, and such notice shall offer each Investor the dateopportunity to Register under such registration statement such number of the delivery ofRegistrable Securities as each such notice, the Purchaser shall soInvestor may request in writing,writing (a “Piggyback Registration”). Subject to [Section 2.1(b)], the Company shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may request to be registered, or such amount as otherwise shall be permittedare requested to be included thereon in accordance with applicable rules, regulationstherein within five (5) days after such notice is delivered; provided that if at any time after giving written notice of its intention to Register any securities and interpretationsprior to the effective date of the Commission, so as to permit the resale ofregistration statement filed in connection with such Registrable Securities by the Purchaser under Rule 415 under the Securities Act; provided, however, thatregistration, the Company shall determine for any reason not be required to register any Registrable Securities pursuantRegister or to this Section 4.2(b) that aredelay registration of such securities, the subjectCompany shall give written notice of a then effective Registration Statement.such determination to each Holder and, thereupon:

PiggybackPiggy Back Registration Rights. If,If at any time followingduring the ClosingEffectiveness Period there is not anno effective Registration Statement covering all of the Registrable Securities,Shares then issued and the Companyoutstanding and [[Organization B:Organization]] shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) 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 the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaser shall so request in writing, the Company[[Organization B:Organization]] shall include in such registration statement all or any part of such Registrable SecuritiesShares. For clarity, the provisions of this [Section 6(h)] shall require that [[Organization B:Organization]] include the Purchaser may requestShares to be registered, or such amount as otherwise shall be permittedissued pursuant to be included thereon in accordance with applicable rules, regulations and interpretationsSection of the Commission, so as to permitSecurities Purchase Agreement on the resale of such Registrable Securities byfirst registration statement it files following the Purchaser under Rule 415 under the Securities Act; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2(b) that are the subject of a then effective Registration Statement.date hereof.