If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of securities for its own account or for the account of another person (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)), the Company shall give written notice of such proposed filing to the Holders as soon as reasonably practicable (but in no event less than ten (10) days before the anticipated date on which such registration statement will be first filed with the Commission), undertaking to provide each Holder the opportunity to register on the same terms and conditions such number and type of Registrable Shares as such Holder may request (a “ Piggyback Registration ”). Each Holder will have five (5) days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration; provided that should a 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. Subject to Section 2.04(b), the Company will cause the Registrable Shares that any Holder requests 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 requesting Holder (in accordance with its written request) of such Registrable Shares. In the event that any Piggyback Registration is an underwritten offering of Common Stock, the Registrable Shares of the Holders to be included in the registration pursuant to this Section 2.04 will be included in the underwriting on the same terms and conditions as the Common Stock otherwise being sold through underwriters under such Piggyback Registration. If the Company shall determine in its sole discretion not to register or to delay the proposed offering, the Company shall provide prompt written notice of such determination to the Holders.