Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters.

Piggy-Back Registration Rights. Notwithstanding anything to If at any time during the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between next five years the Company and shall file a registration statement with the purchasers signatory thereto (the “Registration Rights Agreement”)Commission to register shares of its Common Stock, excluding an S-8 or S-4 registration statement, the Securities (including any Company agrees to register the 500,000 shares of Common Stock issuable upon exercise or conversion of the Securities) shall not to be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, issued hereunder as amended (the “Securities Act”), covering well as the shares of Common Stock issuable upon conversion of on the Preferred Shares or exercise of the Warrant Warrants in such registration statement as follows: (the “Registrable Securities”), the a) The Company shall determine promptly give written notice that it intends to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice holders of the shares of Common Stock and Warrants at least 45 days prior to any such determination filing. The holders of the shares and if, within ten (10) Warrants will have 20 days after receipt of such noticethe notice from the Company to notify, the Purchaser shall so request in writing, the Company of their desire to include in such registration statement shares of Common Stock. The Company shall include in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included requested by the holders subject to the provisions herein. (b) The Company will pay all expenses of such registration statement, including, without limitation, printing charges, legal fees, and disbursements of counsel for the Company, blue sky expenses, accounting fees, and filing fees, but not including legal fees and disbursements of counsel to the Holders. 23 (c) If the Company, in its sole discretion, determines to file a registration statement or registration statements during the next five years, except for registration statements for the sole purpose of registering shares for employees, directors or consultants of the Company, it shall take all steps reasonably necessary to permit the registration statement becauseof the shares of Common Stock and the exercise of the Warrants and the issuance of the shares of Common Stock pursuant to such exercise under the applicable state securities laws of those states in which the shares of Common Stock and Warrants were issued or originally registered or qualified for sale and issuance by the Company. The Company will take such reasonable steps which it determines, in such underwriter(s)’ judgmentits sole discretion, marketing or other factors dictate such limitation is are necessary to facilitate public distributionpermit the registration or qualification of the shares of Common Stock and the exercise of Warrants and the issuance of the shares of Common Stock pursuant to such exercise under the laws of any other state in which a holder of the shares of Common Stock or Warrants then resides on the written request to do so by such holder, then but in no event shall the Company shall be obligated required to include take such steps in such registration statement only such limited portion of the Registrable Securities with respect to any state other than those states in which the Purchaser has requested inclusion hereunder as the underwriter shall permit; providedshares of Common Stock and Warrants were originally qualified or registered, however, that and the Company shall not exclude be obligated to execute or file any Registrable Securities unless general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. Holders of shares of Common Stock and Warrants who reside in any state where the Company has cannot, with the exercise of reasonable diligence, obtain qualification for the exercise of the Warrants, and the issuance of the shares of Common Stock may not, as a result thereof be able to exercise their Warrants, and the Company is under no obligation to make such exercise possible in such circumstances. In the event that the Company determines to proceed with the qualification of the exercise of the Warrants and the issuance of the shares of Common Stock under the securities laws of a particular state, then the exercise of such Warrants shall not be effective and the shares of Common Stock shall not be issued until such qualification becomes effective. When qualification under applicable state securities laws is required, the Company shall take such action within ten days following the date on which the Company first excluded all outstanding securities, files the registration statement. The costs of obtaining such state qualification shall be borne by the Company. (d) The Company shall promptly notify the holders of the shares of Common Stock and the Warrants of the effective date of any registration statement filed by the Company and the date on which are the shares of Common Stock become qualified or registered under the state securities laws of any state in which the Company obtains qualification or registration with respect to such shares. (e) Notwithstanding any provisions to the contrary contained herein, the Company shall not contractually entitled be required to inclusion include any of such securities the shares of Common Stock in such any registration statement or are not contractually entitled post-effective amendment with respect to pro rata inclusion with shares offered in any underwriting: 2 24 (i) Unless the Registrable Securities. Notwithstanding holders of the foregoing sentence, in the case shares of an underwritten offering by the Company for its own account, no securities proposed Common Stock and Warrants agree to be included by the Company in offer such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions shares of this AgreementCommon Stock, on the same terms and conditions as other the Company's shares of Common Stock included in such underwritten offering are being offered, and shall enter into to sign an underwriting agreement in a the form and substance reasonably satisfactory to be signed by the Company and the underwriter or underwriters.other offerors; or

Piggy-Back Registration Rights. Notwithstanding anything 3.1 If Corporation proposes to file, on its behalf, a Registration Statement under the Securities Act on Form X-0, X-0 or S-3 or similar forms available for use by small business issuers, other than pursuant to Section 2 of this Agreement or in connection with a dividend reinvestment, employee stock purchase, option or similar plan or in connection with a merger, consolidation or reorganization, Corporation shall give written notice to each Shareholder and Piggy-Back Shareholder at least thirty (30) days before the filing with the Commission of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities and Piggy-Back Registrable Securities owned by such Shareholder or Piggy-Back Shareholder. If a Shareholder or Piggy-Back Shareholder desires to include all or a portion of its Registrable Securities or Piggy-Back Registrable Securities in such Registration Statement, it shall give written notice to Corporation within fifteen (15) days after the date of mailing of such offer specifying the amount of Registrable Securities and/or Piggy-Back Registrable Securities to be registered (for the purpose of this Section 3, "Shares"). Corporation shall thereupon include in such filing the Shares, subject to priorities in registration set forth in this Agreement, and subject to its right to withdraw such filing, and shall use its best efforts to effect registration under the Securities Act of the Shares. 3.2 The right of the Shareholders and the Piggy-Back Shareholders to have the Shares included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the contrary herein following conditions: 3.2.1 Corporation shall have the right to require that each Shareholder or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including Piggy-Back Shareholder agree to refrain from offering or selling any shares of Common Stock issuable upon exercise or conversion that it owns which are not included in any such Registration Statement in accordance with this Section 3 for any reasonable time period specified, not to exceed ninety (90) days, by any managing underwriter of the Securities) shall not be entitled offering to any registration rights except for the rights expressly set forth in this Section 3.01. which such Registration Statement relates. 3.2.2 If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”i) a registration statement relating pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for its own account or such a transaction and (ii) the account managing underwriter of others under such underwritten offering shall inform the Securities Act of any Corporation and the Shareholders and Piggy-Back Shareholders who have requested that their Shares be registered pursuant to this Section 3 by letter of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under belief that the Securities Act) or their then equivalents relating to equity securities amount of Shares requested to be issued solely included in connection with any acquisition such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to a majority of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch requesting holders, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall Corporation will include in such registration statement all such amount of securities which the Corporation is so advised can be sold in (or any part during the time of) such offering as follows: FIRST, the securities being offered by the Corporation for its own account; SECOND such Shares of the Shareholders which are requested to be included in such registration PRO RATA on the basis of the amount of such Registrable Securities the Purchaser requests Shares so proposed to be registered. The Purchaser sold and so requested to be included by such Shareholders; and THIRD, such Shares of the Piggy-Back Shareholders and which are requested to be included in such registration PRO RATA on the basis of the amount of such Shares so proposed to be sold and so requested to be included by such Piggy-Back Shareholders. 3.2.3 Corporation shall comply furnish each Shareholder and Piggy-Back Shareholder with any such number of copies of the Prospectus as such Shareholder or Piggy-Back Shareholder may reasonably request in order to furnish facilitate the Company a completed selling stockholder questionnaire in customary form sale and acknowledges that it shall not be entitled to the inclusion distribution of its Registrable Securities unless it has returned such questionnaire to the Company. shares. 3.3 Notwithstanding the foregoing, Corporation in its sole discretion may determine not to file the event that, in connection Registration Statement or proceed with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect offering as to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser notice specified herein is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject given without liability to the provisions of this Agreement, on Shareholders or the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersPiggy-Back Shareholders.

Piggy-Back Registration Rights. Notwithstanding anything to a) For a period of twelve (12) months following the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)Closing Date, the Company shall determine notify the Holder in writing at least twenty (20) days prior to prepare and file with the Securities and Exchange Commission (the “SEC”) a filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock (including, but not limited to, registration statements relating to an offering for its own account or secondary offerings of securities of the account of others under the Securities Act of Company but excluding any of its equity securities, other than registration statements (i) on Form S-4 or Form S-8 (each as or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or their then equivalents relating to equity securities does not include substantially the same information as would be required to be issued solely included in connection with any acquisition a registration statement covering the resale of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send Warrant Shares) and will afford the Holder an opportunity to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or part of the Warrant Shares held by the Holder. In the event the Holder desires to include in any such registration statement all or any part of the Warrant Shares held by the Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities Warrant Shares that the Purchaser requests Holder wishes to include in such registration statement. If the Holder decides not to include all of its Warrant Shares and in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. b) Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering or private placement advise the Company that the total amount or kind of securities that the Holder, the Company and any other persons intended to be registered. The Purchaser included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering or private placement, then the amount or kind of securities to be offered for the various parties wishing to have shares of the Company’s common stock registered shall comply with any request to furnish be included in the following order: i. if the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary Securities”): (A) first, the Primary Securities; and (B) second, the Warrant Shares requested to be included in such registration statement, together with shares of its common stock that do not constitute Warrant Shares or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary, such Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Warrant Shares and Other Securities requested to be registered by each such holder). ii. if the Company proposes to register Other Securities: (A) first, the Other Securities requested to be included in such registration by holders exercising demand registration rights; and (B) second, the Warrant Shares requested to be included in such registration, together with Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Warrant Shares and Other Securities requested to be registered by each such holder). Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a completed selling stockholder questionnaire registration statement referred to herein at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Subscriber. c) In connection with its obligation under this Section 4, the Company will (i) furnish to the Holder without charge, at least one copy of any effective registration statement and any post-effective amendments thereto, including financial statements and schedules, and, if the Holder so requests in customary writing, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) in the form filed with the SEC; and acknowledges that it shall not (ii) deliver to the Holder and the underwriters, if any, without charge, as many copies of the then effective prospectus included in the Registration Statement, as the same may be entitled amended or supplemented (including such prospectus subject to completion) (the “Prospectus”), and any amendments or supplements thereto as such persons may reasonably request. d) As a condition to the inclusion of its Registrable Securities unless it has returned such questionnaire Warrant Shares, the Holder shall furnish to the Company. Notwithstanding Company such information regarding the foregoingHolder and the distribution proposed by the Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in the Subscription Agreement. e) The Holder agrees by acquisition of the Warrant Shares that, upon receipt of any notice from the Company of the happening of any event that, in connection with any underwritten public offeringthe good faith judgment of the Company’s Board of Directors, requires the suspension of the Holder’s rights under this Section 4, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion Holder will forthwith discontinue disposition of the Registrable Securities with respect Warrant Shares pursuant to which the Purchaser has requested inclusion hereunder as then current Prospectus until the underwriter shall permit; 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 contractually entitled to inclusion of such securities Holder is advised in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering writing by the Company for its own account, no securities proposed to that the use of the Prospectus may be included by the Company in such underwritten offering shall be cutbackresumed. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed so directed by the Company, offer and sell on the happening of such Registrable Securities in an underwritten offering using event, the same underwriter or underwriters and, subject Holder will deliver to the provisions Company (at the Company’s expense) all copies, other than permanent file copies then in the Holder’s possession, of the Prospectus covering the Warrant Shares at the time of receipt of such notice. f) The Holder hereby covenants with the Company (i) not to make any sale of Warrant Shares without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Warrant Shares are to be sold by any method or in any transaction other than on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Nasdaq Capital Market or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least 5 business days prior to the date on which the Holder first offers to sell any such Warrant Shares. g) The Holder acknowledges and agrees that the Warrant Shares sold pursuant to a registration statement described in this Agreement, Section 4 are not transferable on the same terms and conditions as other shares books of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in the Company unless the stock certificate submitted to the transfer agent evidencing the Warrant Shares is accompanied by a form and substance certificate reasonably satisfactory to the Company to the effect that (x) the Warrant Shares have been sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied. h) The Holder shall not take any action with respect to any distribution deemed to be made pursuant to such registration statement that would constitute a violation of Regulation M under the Exchange Act, or any other applicable rule, regulation or law. i) Upon the expiration of the effectiveness of any registration statement described in this Section 4, the Holder shall discontinue sales of the Warrant Shares pursuant to such registration statement upon receipt of notice from the Company of the Company’s intention to remove from registration the Warrant Shares covered by such registration statement that remain unsold, and the underwriter or underwritersHolder shall notify the Company of the number of registered Warrant Shares that remain unsold immediately upon receipt of such notice from the Company. j) Anything to the contrary contained in this Agreement notwithstanding, when, in the opinion of counsel for the Company, registration of the Warrant Shares and is not required by the Securities Act, in connection with a proposed sale of such Warrant Shares, the Holder shall have no rights pursuant to this Section 4. In furtherance and not in limitation of the foregoing, the Holder shall have no rights pursuant to this Section 4 at such time as all of the Holder’s Warrant Shares may be sold without limitation pursuant to Rule 144.

Piggy-Back Registration Rights. Notwithstanding anything 3.1 If the Company proposes to file, on its own behalf or on behalf of any holder of Common Stock or other securities of the Company, a Registration Statement under the Securities Act on Form S-1 or S-3 or similar forms available for use by the Company, other than pursuant to Section 2 of this Agreement or on Form S-8 in connection with a dividend reinvestment, employee stock purchase or employee stock option plan or similar plan or on Form S-4 in connection with a merger, consolidation or reorganization, the Company shall give written notice to each Stockholder at least ten (10) days before the filing with the Commission of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities owned by each Stockholder. If a Stockholder desires to include all or a portion of its Registrable Securities in such Registration Statement, it shall give written notice to the contrary herein or Company within three (3) business days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for purposes of this Section 3, “Covered Securities”). The Company shall thereupon include in such filing the Transaction Documents (as defined Covered Securities, subject to priorities in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights registration set forth in this Agreement, dated February 6and subject to its right to withdraw such filing, 2013, by and between shall use its reasonable best efforts to effect the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), registration under the Securities (including Act of the Covered Securities. 3.2 The right of a Stockholder to have Covered Securities included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the following conditions: 3.2.1 The Company shall have the right to require that the Stockholder agree to refrain from offering or selling any shares of Common Stock issuable upon exercise or conversion that it owns which are not included in any such Registration Statement filed on the Company’s behalf in accordance with this Section 3 for any reasonable time period, not to exceed ninety (90) days, as may be specified by any managing underwriter of the Securities) shall not be entitled offering to any registration rights except for the rights expressly set forth in this Section 3.01. which such Registration Statement relates. 3.2.2 If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”i) a registration statement relating pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and the Stockholders who have requested that their Covered Securities be registered pursuant to this Section 3 by letter of its own account belief that the amount of Covered Securities requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Company or the account requesting Stockholders holding a majority 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 stock option or other employee benefit plansCovered Securities, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall will include in such registration statement all or any part such amount of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish securities which the Company a completed selling stockholder questionnaire is so advised can be sold in customary form and acknowledges that it shall not be entitled to (or during the inclusion of time of) such offering as follows: (A) if the Registration Statement was filed by the Company on its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoingown behalf, in the event that, in connection with any underwritten public offeringfirst, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering being offered by the Company for its own account; second, no the Covered Securities of the Stockholders which are requested to be included in such registration pro rata on the basis of the amount of such Covered Securities so proposed to be sold and so requested to be included by such Stockholders; and third, the securities of the Company, if any, proposed to be included in the registration by any other holders of the Company’s securities (whether or not such holders have contractual rights to include such securities in the registration); and (B) if the Registration Statement was filed by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by on behalf of a Person other than the Company, offer and sell first, the securities of the Company being offered by the Person requesting such Registrable registration; second, the Covered Securities in an underwritten offering using of the same underwriter or underwriters and, subject Stockholders which are requested to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock be included in such underwritten registration pro rata on the basis of the amount of such Covered Securities so proposed to be sold and so requested to be included by such Stockholders; third, the securities of the Company, if any, that the Company proposes to offer for its own account; and fourth, the securities of the Company, if any, proposed to be included in the registration by any other holders of the Company’s securities (whether or not such holders have contractual rights to include such securities in the registration). 3.2.3 The Company shall furnish each Stockholder with such number of copies of the Prospectus as such Stockholder may reasonably request in order to facilitate the sale and distribution of its Covered Securities. 3.3 Notwithstanding the foregoing, the Company in its sole discretion may determine not to file the Registration Statement or proceed with the offering and shall enter into an underwriting agreement as to which the notice specified in a form and substance reasonably satisfactory Section 3.1 is given, without liability to the Company and the underwriter or underwritersStockholders.

Piggy-Back Registration Rights. Notwithstanding anything The Company shall provide to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including Holders piggy-back registration rights for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by Registrable Shares upon the following terms and between conditions: (a) If on or before the Termination Date the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including elects to file a registration statement to register for public offering any shares of Common Stock issuable upon exercise or conversion its common stock of the Securities) shall not be entitled to any registration rights except for same class as the rights expressly set forth Registrable Shares in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)underwritten public offering, the Company shall determine to prepare and file provide the Holders who then hold Registrable Shares with the Securities and Exchange Commission not less than twenty (the “SEC”20) a 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser days prior written notice of the proposed date of filing of such determination and if, within registration statement. Within ten (10) days after receipt receiving notice of such noticethe proposed registration, the Purchaser shall so request Holders who then hold Registrable Shares can elect to be selling shareholders and include their Registrable Shares, or any portion thereof, in writingsuch offering (a "Piggy-Back Registration"), subject to the restrictions set forth herein, in the 1933 Act, and in the rules and regulations promulgated by the SEC. The Company will not be obligated or required to give such notice or to include any Registrable Shares in any registration effected solely to implement an employee benefit or similar qualified or non-qualified stock option plan (e.g., a Form S-8 registration statement) or a merger or other transaction to which SEC Rule 145 or the equivalent is applicable (e.g., a Form S-4 registration statement). In any underwritten Piggy-Back Registration, the Company shall include have the exclusive right to select the investment bankers and managing underwriters for such registered offering and to negotiate the underwriting or similar agreement. The Company may at any time and from time to time, without the consent of any Holder, delay, suspend, abandon or withdraw any Registration Statement described in such registration statement all this Section 3(a) and any related, proposed or actual offering or other distribution in which any part Holder has requested inclusion of such Holder's Registrable Securities the Purchaser requests Shares pursuant to be registered. The Purchaser shall comply this Section 3(a). (b) In connection with any request to furnish offering involving an underwriting of shares being issued by the Company, the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled required under this Section 3 to include any of the inclusion Registrable Shares in such underwriting unless the Holders accept the terms of its Registrable Securities unless it has returned the underwriting as agreed upon between the Company and the underwriter selected by the Company and all other shareholders participating in such questionnaire to the Company. Notwithstanding the foregoingoffering, and then only in such quantity as will not, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion written opinion of the Registrable Securities with respect to which underwriter, jeopardize the Purchaser has requested inclusion hereunder as success of the underwriter shall permitoffering by the Company; provided, however, that the Company shall underwriter may not exclude any limit the amount of the Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities Shares included in such registration statement or are not contractually entitled and underwriting to pro rata inclusion with less than an amount equal to twenty percent (20%) of the Registrable Securities. Notwithstanding the foregoing sentence, in the case amount of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by all the Company, offer 's securities included within such registration and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersunderwriting.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)i) If Patriot determines, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the avoidance Securities Act on a form which is suitable for an offering for cash or common stock of doubt Patriot held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the SEC is applicable, Patriot will promptly give written notice to Everwin of its intention to effect such a registration. Subject to subsection (ii) below, Patriot shall include all of the common stock that certain Registration Rights AgreementEverwin requests to be included in such a registration by a written notice delivered to Patriot within fifteen (15) days after the notice given by Patriot. (ii) If the registration, dated February 6as described in subsection (i) above, 2013involves an underwritten offering, by Patriot will not be required to register common stock in excess of the amount that the principal underwriter reasonably and between the Company and the purchasers signatory thereto in good faith recommends may be included in such offering (the a “Registration Rights AgreementCutback”), which recommendation, and supporting reasoning, shall be delivered to Everwin. If such a Cutback occurs, the Securities (including any number of shares of Common Stock issuable upon exercise or conversion common stock that are entitled to included in the registration and underwriting shall be allocated in the following manner: (i) first, to Patriot for any securities it proposes to sell for its own account, (ii) second, to Everwin shares requiring such registration, and (iii) third, to other holders of stock of Patriot requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the Securitiesnumber of shares for which each such requesting holder has requested registration. (iii) All costs and expenses of any such registration statement shall not be entitled to paid by Patriot, other than sales commissions and the expenses of any separate legal counsel engaged by Everwin. (iv) The piggy-back registration rights except for granted to the rights expressly set forth in this Section 3.01. If at any time when there Everwin hereunder will continue unless and until counsel to Patriot shall render an opinion to Everwin that such registration is not an effective registration statement required under the Securities Act of 1933, as amended amended, and the common stock may be sold by them free of restriction. (the “Securities Act”), covering the shares of Common v) The Patriot Preferred Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine issued pursuant to prepare and file this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination applicable state laws and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersregulations.

Piggy-Back Registration Rights. Notwithstanding anything 3.1 If the Company proposes to file, on its own behalf or on behalf of any holder of Common Stock or other securities of the contrary herein Company, a Registration Statement under the Securities Act on Form S-1 or in S-3 or similar forms available for use by the Transaction Documents (as defined in the Purchase Agreement)Company, including for the avoidance other than pursuant to Section 2 of doubt this Agreement or Section 4 of that certain Registration Rights Stockholders Agreement (the “Stockholders Agreement, ”) dated February as of December 6, 2013, 2012 by and between the Company and the purchasers signatory thereto CPP Investment Board PMI-2 Inc. (the “Registration Rights AgreementCPPIB”), or on Form S-8 in connection with a dividend reinvestment, employee stock purchase, option or similar plan or on Form S-4 in connection with a merger, consolidation or reorganization, the Company shall give written notice to each Stockholder at least ten (10) days before the filing with the Commission of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities owned by each Stockholder. If a Stockholder desires to include all or a portion of its Registrable Securities in such Registration Statement, it shall give written notice to the Company within three (3) business days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for purposes of this Section 3, “Shares”). The Company shall thereupon include in such filing the Shares, subject to priorities in registration set forth in this Agreement, and subject to its right to withdraw such filing, and shall use its reasonable best efforts to effect the registration under the Securities Act of the Shares. Notwithstanding anything in this Section 3 to the contrary, in the event that CPPIB elects to include shares of common stock of the Company in such Registration Statement pursuant to the exercise of its piggy-back rights under Section 5 of the Stockholders Agreement, then the Company will include in such Registration Statement the Registrable Securities owned by participating Stockholders and the common stock held by CPPIB pro rata on the basis of the amount of shares of common stock (including Registrable Shares) so proposed to be sold and so requested to be included by Stockholders and CPPIB. 3.2 The right of a Stockholder to have Shares included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the following conditions: 3.2.1 The Company shall have the right to require that the Stockholder agree to refrain from offering or selling any shares of Common Stock issuable upon exercise or conversion that it owns which are not included in any such Registration Statement in accordance with this Section 3 for any reasonable time period, not to exceed ninety (90) days, as may be specified by any managing underwriter of the Securities) shall not be entitled offering to any registration rights except for the rights expressly set forth in this Section 3.01. which such Registration Statement relates. 3.2.2 If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”i) a registration statement relating pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for its own account or such a transaction and (ii) the account managing underwriter of others under such underwritten offering shall inform the Securities Act of any Company and the Stockholders who have requested that their Shares be registered pursuant to this Section 3 by letter of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under belief that the Securities Act) or their then equivalents relating to equity securities amount of Shares requested to be issued solely included in connection with any acquisition such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Company or a majority of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch requesting Stockholders, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall will include in such registration statement all or any part such amount of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish securities which the Company a completed selling stockholder questionnaire is so advised can be sold in customary form and acknowledges that it shall not be entitled to (or during the inclusion of its Registrable Securities unless it has returned time of) such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offeringoffering as follows: first, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering being offered by the Company for its own account; second, no the Shares of the Stockholders which are requested to be included in such registration pro rata on the basis of the amount of such Shares so proposed to be sold and so requested to be included by such Stockholders; and third, the securities of the Company, if any, proposed to be included in the registration by any other holders of the Company’s securities (whether or not such holders have contractual rights to include such securities in the registration). 3.2.3 The Company shall furnish each Stockholder with such number of copies of the Prospectus as such Stockholder may reasonably request in order to facilitate the sale and distribution of its Shares. 3.3 Notwithstanding the foregoing, the Company in such underwritten its sole discretion may determine not to file the Registration Statement or proceed with the offering shall be cutback. If an offering in connection with as to which the Purchaser notice specified in Section 3.1 is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject given without liability to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersStockholders.

Piggy-Back Registration Rights. Notwithstanding anything 3.1 If Corporation proposes to file, on its behalf, a Registration Statement under the Securities Act on Form S-1, X-0 xx S-3 or similar forms available for use by small business issuers, other than pursuant to Section 2 of this Agreement or in connection with a dividend reinvestment, employee stock purchase, option or similar plan or in connection with a merger, consolidation or reorganization, Corporation shall give written notice to each Shareholder and Piggy-Back Shareholder at least thirty (30) days before the filing with the Commission of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities and Piggy-Back Registrable Securities owned by such Shareholder or Piggy-Back Shareholder. If a Shareholder or Piggy-Back Shareholder desires to include all or a portion of its Registrable Securities or Piggy-Back Registrable Securities in such Registration Statement, it shall give written notice to Corporation within fifteen (15) days after the date of mailing of such offer specifying the amount of Registrable Securities and/or Piggy-Back Registrable Securities to be registered (for the purpose of this Section 3, "Shares"). Corporation shall thereupon include in such filing the Shares, subject to priorities in registration set forth in this Agreement, and subject to its right to withdraw such filing, and shall use its best efforts to effect registration under the Securities Act of the Shares. 3.2 The right of the Shareholders and the Piggy-Back Shareholders to have the Shares included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the contrary herein following conditions: 3.2.1 Corporation shall have the right to require that each Shareholder or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including Piggy-Back Shareholder agree to refrain from offering or selling any shares of Common Stock issuable upon exercise or conversion that it owns which are not included in any such Registration Statement in accordance with this Section 3 for any reasonable time period specified, not to exceed ninety (90) days, by any managing underwriter of the Securities) shall not be entitled offering to any registration rights except for the rights expressly set forth in this Section 3.01. which such Registration Statement relates. 3.2.2 If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”i) a registration statement relating pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for its own account or such a transaction and (ii) the account managing underwriter of others under such underwritten offering shall inform the Securities Act of any Corporation and the Shareholders and Piggy-Back Shareholders who have requested that their Shares be registered pursuant to this Section 3 by letter of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under belief that the Securities Act) or their then equivalents relating to equity securities amount of Shares requested to be issued solely included in connection with any acquisition such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to a majority of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch requesting holders, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall Corporation will include in such registration statement all such amount of securities which the Corporation is so advised can be sold in (or any part during the time of) such offering as follows: first, the securities being offered by the Corporation for its own account; second such Shares of the Shareholders which are requested to be included in such registration pro rata on the basis of the amount of such Registrable Securities the Purchaser requests Shares so proposed to be registered. The Purchaser sold and so requested to be included by such Shareholders; and third, such Shares of the Piggy-Back Shareholders and which are requested to be included in such registration pro rata on the basis of the amount of such Shares so proposed to be sold and so requested to be included by such Piggy-Back Shareholders. 3.2.3 Corporation shall comply furnish each Shareholder and Piggy-Back Shareholder with any such number of copies of the Prospectus as such Shareholder or Piggy-Back Shareholder may reasonably request in order to furnish facilitate the Company a completed selling stockholder questionnaire in customary form sale and acknowledges that it shall not be entitled to the inclusion distribution of its Registrable Securities unless it has returned such questionnaire to the Company. shares. 3.3 Notwithstanding the foregoing, Corporation in its sole discretion may determine not to file the event that, in connection Registration Statement or proceed with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect offering as to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser notice specified herein is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject given without liability to the provisions of this Agreement, on Shareholders or the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersPiggy-Back Shareholders.

Piggy-Back Registration Rights. Notwithstanding anything to For a period of two years after the contrary herein or in the Transaction Documents Closing Date (as defined in the Purchase Merger Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”)) if at any time, the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled Issuer proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement file a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Issuer for its own account or for stockholders of the account of others under the Securities Act of any of its equity securitiesIssuer for their account, other than on Form S-4 or Form S-8 a Registration Statement (each as promulgated under the Securities Acti) or their then equivalents relating to equity securities to be issued solely filed in connection with any acquisition of any entity or business or equity securities issuable in connection with employee stock option or other employee benefit plansplan, (ii) for an exchange offer or offering of securities solely to the Issuer’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Issuer or (iv) for a dividend reinvestment plan, then the Company Issuer shall send to the Purchaser (x) give written notice of such determination proposed filing to the Holder as soon as practicable but in no event less than twenty (20) days before the anticipated filing date, which notice shall describe the amount and iftype of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the Holder in such notice the opportunity to register the sale of such number of shares of Registrable Securities as have been requested by the Holder in writing within ten (10) days after following receipt of such notice, the Purchaser notice (a “Piggy-Back Registration”). The Issuer shall so request in writing, the Company shall include cause such Registrable Securities to be included in such registration statement all and shall use its best efforts to cause the managing Underwriter or any part Underwriters of such a proposed underwritten offering to permit the Registrable Securities the Purchaser requests requested to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, a Piggy-Back Registration on the same terms and conditions as any similar securities of the Issuer and to permit the sale or other shares disposition of Common Stock included such Registrable Securities in such underwritten offering and accordance with the intended method(s) of distribution thereof. If the Holder proposes to distribute its securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Holder shall enter into an underwriting agreement in a customary form and substance reasonably satisfactory to with the Company and the underwriter Underwriter or underwritersUnderwriters selected for such Piggy-Back Registration.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or (a) Except as provided in the Transaction Documents (as defined in the Purchase AgreementSection 1.3(e), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If if at any time when there is not an effective DenAmerica proposes to file on its behalf and/or on behalf of any of its security holders a registration statement under the Securities Act on Form X-0, X-0 or S-3 (or any other appropriate form for the general registration of 1933securities) with respect to any of its capital stock or other securities, as amended DenAmerica shall give each Holder written notice at least thirty (30) days before the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file filing with the Securities and Exchange Commission (the “"SEC”") a 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and ifregistration statement. If any Holder desires to have Registrable Securities registered pursuant to this Section 1.3, such Holder shall so advise DenAmerica in writing within ten twenty (1020) days after receipt the date of mailing of such notice, the Purchaser notice from DenAmerica. DenAmerica shall so request in writing, the Company shall thereupon include in such filing the number of Registrable Securities for which registration statement all or any part is so requested, subject to its right to reduce the number of Registrable Securities as hereinafter provided, and shall use its best efforts to effect registration under the Act of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the CompanySecurities. Notwithstanding the foregoing, DenAmerica shall not be required to provide notice of filing of a registration statement and to include therein any Registrable Securities if the proposed registration is: (1) a registration of stock options, stock purchases or compensation or incentive plans, or of securities issued or issuable pursuant to any such plan or a dividend reinvestment plan on Form S-8 or other comparable form then in effect; or (2) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with, a merger or consolidation with another corporation. (b) In the event thatthe offering in which any Holder's Registrable Securities are to be included pursuant to this Section 1.3 is to be underwritten on a firm commitment basis, DenAmerica shall furnish the Holders with a written statement of the managing or principal underwriter as to the Maximum Includable Securities as soon as practicable after the expiration of the twenty (20) day period provided for in connection with any underwritten public offeringSection 1.3(a). If the total number of securities proposed to be included in such registration statement is in excess of the Maximum Includable Securities, the managing underwriter(snumber of securities to be included within the coverage of such registration statement shall be reduced to the Maximum Includable Securities as follows: (1) thereof no reduction shall impose a limitation on be made in the number of shares of Common Stock which capital stock or other securities to be registered for the account of DenAmerica; and (2) the number of Registrable Securities and other securities that may be included in the registration, if any, shall be allocated among the Holders of Registrable Securities and holders of other securities (the "Other Holders") requesting inclusion on a pro rata basis, with the number of each type or class of securities of each Holder and Other Holder thereof included in the registration to be that number determined by multiplying (A) the total number of such type or class of security included in the Maximum Includable Securities less (B) the number of such type or class of security to be registered for the account of DenAmerica, by a fraction, the numerator of which will be the total number of such type or class of security that such Holder or Other Holder owns, and the denominator of which will be the total number of such type or class of security owned by all Holders and Other Holders that have requested inclusion of such type or class of security in the registration. Notwithstanding the foregoing, DenAmerica shall exercise its best efforts to assist in obtaining inclusion in any such registration of all Registrable Securities requested to be included pursuant to this Section 1.3 without reduction, so long as the marketability or price of shares to be offered is not materially adversely affected. (c) To the extent that the offering of Registrable Securities proposed to be included in a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary not to facilitate public distributionbe underwritten on a firm commitment basis, then the Company there shall be obligated no reduction in the number of Holders' Registrable Securities to include be registered in such registration statement only statement. If such limited portion offering is to be underwritten on a best efforts basis, the shares of DenAmerica Common Stock or other securities of all participants, including DenAmerica and the Holders, shall be sold in a proportionate basis, based upon the number of shares of DenAmerica Common Stock or other securities registered on their behalf. (d) DenAmerica shall, in its sole discretion, select the underwriter or underwriters, if any, who are to undertake the sale and distribution of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to a registration statement filed under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this AgreementSection 1.3. (e) At such time that DenAmerica intends to effect the Subsequent Financing, on it shall notify the same terms and conditions as other shares Holders of Common Stock included in such underwritten offering intent and shall enter into an underwriting agreement in a form and substance reasonably satisfactory designate the proposed offering as the Subsequent Financing. Except to the Company extent that DenAmerica, in its sole discretion, may otherwise permit, the Holders shall have no right to have any Registrable Securities registered pursuant to this Section 1.3 in the Subsequent Financing. (f) The right to registration provided in this Section 1.3 is in addition to and not in lieu of the underwriter or underwritersdemand registration rights provided in Section 1.

Piggy-Back Registration Rights. Notwithstanding anything to (a) At any time on or after the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)date hereof, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between whenever the Company and the purchasers signatory thereto (the “shall propose to file a Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement Statement under the Securities Act relating to the public offering of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)securities for sale for cash, the Company shall determine give written notice to prepare the Holders as promptly as practicable, but in no event less than fifteen (15) days prior to the anticipated filing thereof, specifying the approximate date on which the Company proposes to file such Registration Statement and file with the intended method of distribution in connection therewith, and advising Holders of their right to have any or all of the Registrable Securities and Exchange Commission then Beneficially Owned by them included among the securities to be covered by such Registration Statement (the “SEC”"PIGGY-BACK RIGHTS"). (b) Subject to Section 3(c) and Section 3(d) hereof, in the event that Holders have and shall elect to utilize their Piggy- Back Rights, the Company shall include in the Registration Statement the Registrable Securities identified by the Holders in a written request (a "PIGGY-BACK REQUEST") given to the Company not later than five (5) Business Days prior to the proposed filing date of the Registration Statement. The Registrable Securities identified in a Piggy-Back Request shall be included in the Registration Statement on the same terms and conditions as the other securities included in the Registration Statement. (c) Notwithstanding anything in this Agreement to the contrary, Holders shall not have Piggy-Back Rights with respect to (i) a 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 Registration Statement on Form S-4 or Form S-8 or Form S-3 (each as promulgated under the Securities Actwith respect to dividend reinvestment plans and similar plans) or their then equivalents relating to equity securities to be issued solely any successor forms thereto or (ii) a Registration Statement filed in connection with any acquisition an exchange offer or an offering of any entity or business or equity securities issuable solely to employees of the Company. (d) If the lead managing underwriters selected by the Company for an Underwritten Offering for which Piggy-Back Rights are requested shall advise the Company in connection with stock option writing that marketing or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose factors require a limitation on the number of shares of Common Stock securities which may can be sold in such offering within a price range acceptable to the Company, then, (i) such underwriters shall provide written notice thereof to the Holders and (ii) there shall be included in the registration statement becauseoffering, in such underwriter(s)’ judgment(A) first, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering proposed by the Company to be sold for its own accountaccount (or such lesser amount as shall equal the maximum number determined by the lead managing underwriters as aforesaid); (B) second, no all Registrable Securities requested to be included in such Registration Statement by Holders, or such lesser number as shall equal, together with the amount referred to in (A), the maximum number determined by the lead managing underwriters as aforesaid; and (c) third, only that number of securities proposed requested to be included by any Other Rights Holders that such lead managing underwriters reasonably and in good faith believe will not substantially interfere with (including, without limitation, adversely affecting the pricing of) the offering of all the securities that the Company desires to sell for its own account and all the Registrable Securities that the Holders desire to sell for their own accounts. (e) Nothing contained in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering3 shall create any liability on the part of the Company to the Holders if the Company for any reason should decide not to file a Registration Statement for which Piggy-Back Rights are available or to withdraw such Registration Statement subsequent to its filing, then regardless of any action whatsoever Holders may have taken, whether as a result of the Purchaser shall, unless otherwise agreed issuance by the Company, offer and sell such Company of any notice hereunder or otherwise. (f) A request made by Holders pursuant to their Piggy- Back Rights to include Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject a Registration Statement shall not be deemed to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included be a Demand Registration described in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersSection 2(c)(ii) hereof.

Piggy-Back Registration Rights. Notwithstanding anything (a) Whenever the Company shall propose to file a Registration Statement under the Securities Act relating to the contrary herein public offering of Common Stock for sale for cash for its own account, the Company shall give written notice to the Foundation at least fifteen (15) Business Days prior to the anticipated filing thereof, specifying the approximate date on which the Company proposes to file such Registration Statement and the intended method of distribution in connection therewith, and advising the Foundation of the Foundation's right (the "Piggy- Back Rights") to have any or all of the Registrable Securities then held by the Foundation included among the securities to be covered by such Registration Statement. (b) Subject to Section 3(c) and Section 3(d) hereof, in the Transaction Documents (as defined event that the Foundation has and shall elect to utilize its Piggy-Back Rights, the Company shall include in the Purchase Agreement), including for Registration Statement the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, Registrable Securities identified by and between the Foundation in a written request (the "Piggy-Back Request") given to the Company not later than ten (10) Business Days prior to the proposed filing date of the Registration Statement. The Registrable Securities identified in the Piggy-Back Request shall be included in the Registration Statement on the same terms and conditions as the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any other shares of Common Stock issuable upon exercise or conversion of included in the SecuritiesRegistration Statement. (c) Notwithstanding anything in this Agreement to the contrary, the Foundation shall not be entitled have Piggy-Back Rights with respect to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”i) a 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 Registration Statement on Form S-4 or Form S-8 or Form S-3 (each as promulgated under the Securities Actwith respect to dividend reinvestment plans and similar plans) or their then equivalents relating to equity securities to be issued solely any successor forms thereto, (ii) a Registration Statement filed in connection with any acquisition an exchange offer or an offering of any entity securities solely to existing stockholders or business or equity securities issuable employees of the Company, (iii) a Registration Statement filed in connection with stock option or other employee benefit plans, then an offering by the Company shall send to the Purchaser written notice of such determination and ifsecurities convertible into or exchangeable for Common Stock, within ten (10iv) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, Registration Statement filed in connection with any underwritten public offeringthe redistribution of shares of Common Stock held by the Foundation in excess of the Ownership Limit pursuant to Article VI of the Voting Trust and Divestiture Agreement, or (v) a Registration Statement filed in connection with a private placement of securities of the Company (whether for cash or in connection with an acquisition by the Company or one of its subsidiaries). (d) If the lead managing underwriter(s) thereof shall impose underwriter selected by the Company for an Underwritten Offering for which Piggy-Back Rights are requested determines that marketing or other factors require a limitation on the number of shares of Common Stock which may to be offered and sold in such offering, then (i) such underwriter shall provide written notice thereof to each of the Company and the Foundation, and (ii) there shall be included in the registration statement becauseoffering, first, all shares of Common Stock proposed by the Company to be sold for its account (or such lesser amount as shall equal the maximum number determined by the lead managing underwriter as aforesaid) and, second, only that number of Registrable Securities requested to be included in such underwriter(s)’ judgmentRegistration Statement by the Foundation that such lead managing underwriter reasonably and in good faith believes will not substantially interfere with (including, marketing or other factors dictate such limitation is necessary to facilitate public distributionwithout limitation, then adversely affect the Company shall be obligated to include in such registration statement only such limited portion pricing of) the offering of all the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, shares of Common Stock that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled desires to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company sell for its own account. (e) Nothing contained in this Section 3 shall create any liability on the part of the Company to the Foundation if the Company for any reason should decide not to file a Registration Statement for which Piggy-Back Rights are available or to withdraw such Registration Statement subsequent to its filing, no securities proposed to be included regardless of any action whatsoever that the Foundation may have taken, whether as a result of the issuance by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed of any notice hereunder or otherwise. (f) A request made by the Company, offer and sell such Foundation pursuant to its Piggy- Back Rights to include Registrable Securities in an underwritten offering using a Registration Statement shall not be deemed to be one (1) of the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included three (3) Demand Registrations described in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersSection 2(d)(i) hereof.

Piggy-Back Registration Rights. Notwithstanding anything to If after the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”)Initial Period, the Securities (including Borrower proposes to register any shares of its Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended amended, (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SECRegistration”) (other than pursuant to a registration statement relating to an offering for its own account or the account of others Registration Statement under the Securities Act of any of its equity securities1933, other than as amended, 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 stock option or other employee benefit planssuccessor form), then the Company shall send Borrower will give prompt written notice to the Purchaser written notice Lenders of Borrower’s intention to effect such determination and if, within Registration (the “Incidental Registration”). Within ten (10) business days after receipt of receiving such noticewritten notice of an Incidental Registration, the Purchaser shall so Lenders may make a written request in writing, (the Company shall “Piggy-Back Request”) that the Borrower include in such registration statement all the proposed Incidental Registration all, or any part a portion, of such the Common Shares issued to Lenders hereunder and owned by the Lenders (“Registrable Securities”) (which Piggy-Back Request shall set forth the Registrable Securities intended to be disposed of by the Purchaser requests Lenders and the intended method of disposition thereof). The Borrower will use its commercially reasonable efforts to include in any Incidental Registration all Registrable Securities which the Borrower has been requested to register pursuant to any timely Piggy-Back Request and shall do so to the extent required to permit the disposition (in accordance with the intended methods stated in the Incidental Registration) of the Registrable Securities to be registered. The Purchaser shall comply with Notwithstanding this subsection 8(f), if the Borrower is engaged in, or has definitive plans to engage in, any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoingactivity or negotiations that, in the event thatgood faith determination of the Board of Directors of the Borrower, would be adversely affected by disclosure that would be required in connection with any underwritten public offeringa Registration, or otherwise be to the managing underwriter(s) thereof shall impose a limitation on material detriment of 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 distributionBorrower, then the Company shall be obligated to include in Borrower may delay such registration statement only such limited portion for a period of one hundred eighty (180) days from the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders date of which are not contractually entitled to inclusion termination or disclosure of such securities in such registration statement activity or are not contractually entitled to pro rata inclusion with negotiations. This subsection 8(f) shall survive the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter termination or underwriters and, subject to the provisions expiration of this Agreement, on the same terms and conditions as other shares Agreement for a period of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersone (1) year.

Piggy-Back Registration Rights. Notwithstanding anything (a) If the COVR Shares or shares of COVR Common Stock acquired or to be acquired upon exercise of the Warrants (collectively, the "Registrable Shares") are not already covered by an effective Registration Statement pursuant to this Section 6, COVR shall send written notice to the contrary herein holders (the "Holders") then owning Registrable Shares at least 30 days prior to the filing of each and every Registration Statement filed by COVR, whether or not pursuant to this Agreement (other than a Registration Statement covering exclusively securities issued under an employee option or stock purchase plan, or pursuant to a merger, acquisition or similar transaction) and give to such Holders the right to have included therein any Registrable Shares then held by the Holders. Such notice must specify the proposed offering price and the plan of distribution. COVR must receive written notice from such Holders within 15 days after the date of COVR's written notice, indicating the full name and address of each Holder desiring to have Registrable Shares included for sale in such Registration Statement and the number of Registrable Shares requested to be covered. (b) If the registration of which COVR gives notice is for a registered public offering involving an underwriting, COVR shall so advise the Holders as a part of the written notice given pursuant to Section 6.1.2(a). In such event the rights of any Holder to registration pursuant to Section 6.1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Shares in the Transaction Documents (as defined in underwriting to the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth extent provided in this Section 3.01. If at any time when there is not 6.1.2(b). (c) All Holders proposing to distribute their Registrable Shares through such underwriting shall, together with COVR, enter into an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file underwriting agreement in customary form with the Securities and Exchange Commission (managing underwriter selected for such underwriting by COVR. COVR shall use its reasonable best efforts to cause the “SEC”) a registration statement relating managing underwriter of such proposed underwritten offering to an offering for its own account or permit 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 Registrable Shares proposed 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, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include included in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 Registration Statement for such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as any similar securities of COVR included therein. Notwithstanding any other provision of this Section 6.1.2, the Holders shall be entitled to include in the Registration Statement all of the shares which they desire to sell for their own account, and if the managing underwriter determines that marketing factors require a limitation of Common Stock the number of shares to be underwritten, the managing underwriter may limit the similar securities of COVR to be included in such underwritten offering registration. (d) If any Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to COVR and the managing underwriter. Any Registrable Shares excluded or withdrawn from such underwriting also shall be withdrawn from such registration, and shall enter into an underwriting agreement in a form not be transferred prior to such period after the effective date of the Registration Statement relating thereto, as the underwriters may require all principal shareholders and substance reasonably satisfactory directors of COVR to the Company and the underwriter or underwritersagree to.

Piggy-Back Registration Rights. Notwithstanding anything to The Company covenants and ------------------------------ agrees with the contrary herein or Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act with respect to any class of 1933security (other than in connection with an exchange offer, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares a non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, unsuitable registration statement form) which becomes or which the Company believes will become effective at any time after the Initiation Date then the Company shall send to the Purchaser in each case give written notice of such determination proposed filing to the Holders of Warrants and if, within ten (10) Warrant Shares at least 30 days after receipt of before the proposed filing date and such notice, notice shall offer to such Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such Holder of Warrants or any part Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Registrable Securities Warrants and/or Warrant Shares in the Purchaser requests to be registeredmanner proposed by such Holders. The Purchaser Company shall comply with not honor any such request to register any such Warrant Shares if the request is received later than five (5) years from the Effective Date, and the Company shall not be required to honor any request to furnish register any such Warrant Shares if the Company a completed selling stockholder questionnaire is not notified in customary form and acknowledges that it shall not be entitled writing of any such request pursuant to this Section 15.2 within at least 20 days after the Company has given notice to the inclusion Holders of its Registrable Securities unless it has returned the filing. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the event that, in connection with any underwritten public offering, distribution of all or a portion of the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Piggy- back Shares requested to 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 concurrently with the securities being registered by the Company shall be obligated to include in such registration statement only such limited portion of would materially adversely affect the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion distribution of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be required as to Piggy-back Shares if any securities proposed to be included by of the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock are included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to registration statement for the account of any person other than the Company and the underwriter Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or underwritersseparate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 120 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the -------- ------- Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by the Company (including reasonable expenses incurred in connection with Blue Sky qualifications), except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such Piggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Piggy-back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering of the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 15.1 hereof (without regard to the 30 days' written request required thereby).

Piggy-Back Registration Rights. Notwithstanding anything (b) If a proposed public offering includes both securities to be offered for the contrary herein account of the Company ("Company IPO Shares") and shares to be sold by shareholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares that selling shareholders propose to sell therein, whether or in not such selling shareholders have the Transaction Documents right to include shares therein (as defined in the Purchase Agreement"Other IPO Shares"), including for plus the avoidance number of doubt Warrant Shares that certain Registration Rights Agreementthe Holders have requested to be sold therein, dated February 6, 2013, by and between plus the Company and IPO Shares, exceeds the purchasers signatory thereto (maximum number of shares specified by the “Registration Rights Agreement”)managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, the Securities (including any shares of Common Stock issuable upon exercise timing or conversion distribution of the Securities) shall not Company IPO Shares. Such maximum number of shares that may be entitled so sold, excluding the Company IPO Shares, are referred to any registration rights except for as the rights expressly set forth in this Section 3.01. "Includible Shares." If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)managing underwriter delivers such Cutback Notice, the Company shall determine be entitled to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account or the account include all 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 stock option or other employee benefit plans, then the Company IPO Shares in the public offering and each requesting Holder shall send be entitled to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part the public offering up to its pro rata portion of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire Includible Shares and in customary form and acknowledges that it shall not be entitled priority to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, Other IPO Shares that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed initial public offering may sell any such shares therein unless all Warrant Shares requested by the Company in such underwritten Holders to be sold therein are so included. (c) If a proposed public offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten entirely a secondary offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this AgreementSection 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, on in its opinion, the same terms aggregate number of Warrant Shares and conditions as other Other IPO Shares proposed to be sold therein exceeds the maximum number of shares of Common Stock included (the "Includible Secondary Shares") specified by the managing underwriter in such underwritten Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares and shall enter into an in priority to the inclusion of any Other IPO Shares that are proposed to be sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed public offering may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (d) The underwriting agreement in a form and substance reasonably satisfactory for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and and/or selling shareholders, as the underwriter or underwriterscase may be.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement after the Initial Closing until such time as neither of the Purchasers continues to hold any Registrable Securities, the Company proposes to file a Registration Statement under the Securities Act of 1933, as amended (with respect to the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to for an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by Company for its own account or the for security holders of Company for their account (or by Company and by security holders of others under the Securities Act of any of its equity securitiesCompany), other than on Form S-4 or Form S-8 a Registration Statement: (each as promulgated under the Securities Acti) or their then equivalents relating to equity securities to be issued solely filed in connection with any acquisition of any entity or business or equity securities issuable in connection with stock employee share option or other employee benefit plansplan, (ii) for an exchange offer or offering of securities solely to Company’s existing security holders; (iii) for an offering of debt that is convertible into equity securities of Company, or (iv) for a dividend reinvestment plan, then the Company shall send to the Purchaser (x) give written notice of such determination and if, within proposed filing to Purchasers holding Registrable Securities as soon as practicable but in no event less than ten (10) days after before the anticipated filing date or confidential submission date, which notice shall describe the amount and type of securities to be included in such registration or offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to Purchasers holding Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Purchasers may request in writing within five (5) days following receipt of such noticenotice (a “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect to such registration by Company, the Purchaser shall so request in writing, the Company shall include use its best efforts to cause (i) such Registrable Securities to be included in such registration statement all and (ii) the managing underwriter or any part underwriters of such a proposed Underwritten Offering to permit the Registrable Securities the Purchaser requests requested to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, a Piggy-Back Registration on the same terms and conditions as any similar securities of Company and to permit the sale or other shares disposition of Common Stock included such Registrable Securities in such underwritten offering and accordance with the intended method(s) of distribution thereof. All Purchasers holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in a customary form and substance reasonably satisfactory to the Company and the with such underwriter or underwritersunderwriters selected for such Piggy-Back Registration.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under after the Securities Act date hereof until such the date that the Conversion Shares may be sold pursuant to Rule 144 without volume or manner of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)sale restrictions, the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 (a “Registration Statement”), 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, then the Company shall send to the Purchaser a written notice of such determination and ifto the Holder and, if within ten (10) calendar days after receipt the date of delivery of such notice, the Purchaser any such Holder shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such Registrable Securities the Purchaser Conversion Shares as the Holder requests to be registered. The Purchaser shall comply with any request registered so long as such Conversion Shares are proposed to furnish be disposed in the Company a completed selling stockholder questionnaire same manner as those securities set forth in customary form and acknowledges that it shall not be entitled to the Registration Statement; provided, however, if the inclusion of its Registrable Securities unless it has returned such questionnaire Conversion Shares requested to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 becauseRegistration Statement would cause an adverse effect on the success of any such offering, in such underwriter(sbased on market conditions or otherwise (an “Adverse Effect”)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated required to include in such registration statement Registration Statement only that number of Conversion Shares to the extent that such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permitnot cause and Adverse Effect; provided, howeverfurther, if such number of Conversion Shares is limited hereunder, any cutbacks of a Holder’s Conversion Shares shall be done on a pro rata basis among all Holders based on their respective number of shares to be registered hereunder. To the extent that all of the Company shall Conversion Shares are not exclude any Registrable Securities unless included in the Company has first excluded all outstanding securitiesinitial Registration Statement, the holders of which are not contractually entitled Holders shall have the right to request the inclusion of its Conversion Shares in subsequent Registration Statements until all such securities Conversion Shares have been registered in such registration statement or are not contractually entitled to pro rata inclusion accordance with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutbackterms hereof. If an the offering in connection with which the Purchaser Conversion Shares is entitled to registration under this Section 3.01 being included in a Registration Statement is an a firm commitment underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and the Holder shall sell its Conversion Shares in such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreementhereof, on the same terms and conditions as the other shares of Common Stock that are included in such underwritten offering offering. The Company shall use its best efforts to cause any Registration Statement to be declared effective by the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Conversion Shares subject thereto have been sold or may be sold without volume or manner of sale restrictions. All fees and expenses incident to the performance of or compliance with this Section by the Company shall enter into an underwriting agreement be borne by the Company whether or not any Conversion Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Holder, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included therein or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form and substance reasonably satisfactory of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Conversion Shares and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, the prospectus included therein or in any amendment or supplement thereto. The rights of the Holder under this Section 1.4 shall survive until all Conversion Shares have been either registered under a Registration Statement or been sold pursuant to an exemption to the registration requirements of the Securities Act. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the underwriter directors, officers, agents or underwriters.employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Conversion Shares and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, the prospectus included therein or in any amendment or supplement thereto. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Conversion Shares giving rise to such indemnification obligation

Piggy-Back Registration Rights. Notwithstanding anything to The Company covenants and agrees with the contrary herein or Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act with respect to any class of 1933security (other than in connection with a merger an exchange offer, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares a non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option X-0, X-0 or other employee benefit plans, unsuitable registration statement form) which becomes or which the Company believes will become effective at any time after the Initiation Date then the Company shall send to the Purchaser in each case give written notice of such determination proposed filing to the Holders of Warrants and if, within ten (10) Warrant Shares at least 20 days after receipt of before the proposed filing date and such notice, notice shall offer to such Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such Holder of Warrants or any part Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Registrable Securities Warrants and/or Warrant Shares in the Purchaser requests to be registeredmanner proposed by such Holders. The Purchaser Company shall comply with not honor any such request to furnish register any such Warrant Shares if the request is received later than five (5) years from the Effective Date, and the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 10 days after the Company has given notice to the inclusion Holders of its Registrable Securities unless it has returned the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the event that, in connection with any underwritten public offering, distribution of all or a portion of the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Piggy-back Shares requested to 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 concurrently with the securities being registered by the Company shall be obligated to include in such registration statement only such limited portion of would materially adversely affect the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion distribution of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 180 days, as the managing underwriter shall request provided that no such delay shall be required as to Piggy-back Shares if any securities proposed to be included by of the Company are included in such underwritten registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed borne by the Company, offer except that underwriting commissions and sell expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Registrable Securities Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an underwritten undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such Piggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Piggy-back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering using of the same underwriter or underwriters andPiggy-back Shares, subject to unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory Section 15.1 hereof (without regard to the Company and the underwriter or underwriters60 days' written request required thereby).

Piggy-Back Registration Rights. Notwithstanding anything to During the contrary herein or in Exercise Period, and provided ------------------------------ that the Transaction Documents Company has closed on its initial public offering (as defined in contemplated by the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”Statement), the Securities Company shall advise BCC by written notice (including the "Company Notice") at least twenty (20) days prior to the filing of any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities "Act”)") (other than a registration statement on Form S-4, covering the shares of Common Stock issuable upon conversion of the Preferred Shares Form S-8 or exercise of the Warrant (the “Registrable Securities”)any similar forms, the Company shall determine to prepare and file with which may be adopted by the Securities and Exchange Commission (), covering the “SEC”) a registration statement relating to an offering for its own account or Common Stock, and will upon the account written request 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, BCC within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall Notice to include in among the Common Stock covered by such registration statement all or of the BCC Shares, include in any part such registration statement such information as may be required so as to permit a public offering of the BCC Shares. The delivery of notice by the Company shall not in any way obligate the Company to file such registration statement, and notwithstanding the filing of such Registrable Securities registration statement, the Purchaser requests to be registered. The Purchaser shall comply with Company, for valid corporate reasons, may at any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled time prior to the inclusion of its Registrable Securities unless it has returned such questionnaire effective date thereof, determine not to offer the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock to which may be included in the registration statement becauserelates without liability to BCC. The Company shall supply a reasonable quantity of prospectuses, use its best reasonable efforts to qualify the BCC Shares for sale in such underwriter(s)’ judgmentNew York, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then Texas and those states where the Company shall be obligated to include is qualifying the securities covered in such registration statement only such limited portion and furnish indemnification in the manner as set forth in Paragraph (3)(C), below. The Company shall use its best reasonable efforts to qualify the BCC Shares in other states, which permit the sale of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder BCC Shares, as the underwriter shall permitBCC may reasonably designate; provided, however, that BCC shall bear the expense of blue sky registration (including counsel fees) for the BCC Shares in states designated by BCC in addition to New York, Texas and those other states where the Company shall not exclude any Registrable Securities unless is qualifying the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities covered in such registration statement. BCC shall timely furnish information required to register the BCC Shares pursuant to this Paragraph (1) and provide indemnification as set forth in Paragraph (3)(C) below. The piggy-back registration rights set forth in this Paragraph (1) shall expire at the end of the Exercise Period and shall not apply to any registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering filed by the Company for its own accountbefore the beginning of, no securities proposed to be included by or after the Company in such underwritten offering shall be cutback. If an offering in connection with which end of, the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersExercise Period.

Piggy-Back Registration Rights. Notwithstanding anything to In the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company proposes to file (for its own offer and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise sale or conversion of the Securitiesoffer and sale by selling security holders) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective a registration statement under the Securities Act of 1933at any time on or before __________, as amended 2003 (the “Securities Act”), covering the shares of Common Stock issuable upon conversion fifth anniversary of the Preferred Shares Effective Date) with respect to any class of security (other than in connection with an exchange offer, a non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 or any successor registration statement form) which becomes or which should be expected to become effective at any time after 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 stock option or other employee benefit plans, Initiation Date then the Company shall send in each case give written notice or such proposed filing to the Purchaser written Holders of Warrants and Warrant Shares at least 30 days before the proposed filing date and such notice of shall offer to such determination and if, within ten (10) days after receipt of such notice, Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or any part Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Registrable Securities Warrants and/or Warrant Shares in the Purchaser requests to be registeredmanner proposed by such Holders. The Purchaser Company shall comply with not be obligated to honor any request to furnish register any such Warrant Shares if the Company a completed selling stockholder questionnaire is not notified in customary form and acknowledges that it shall not be entitled writing of any such request pursuant to this Section 13.2 within 20 days after the Company has given notice to the inclusion Holders of its Registrable Securities unless it has returned the filing. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "PIGGY-BACK SHARES") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the event that, in connection with any underwritten public offering, distribution of all or a portion of the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Piggy-back Shares requested to 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 concurrently with the securities being registered by the Company shall be obligated to include in such registration statement only such limited portion of would materially adversely affect the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion distribution of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggy-back Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no securities proposed to be included by the Company in such underwritten offering delay shall be cutback. If an offering in connection with which required as to Piggy-back Shares if any securities of the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock company are included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to registration statement for the account of any person other than the Company and the underwriter Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or underwritersseparate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("PIGGY-BACK TERMINATION DATE"); provided, however, that if at the Piggy-back Termination Date the Piggy-back Shares are covered by a registration statement which is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. The Company shall be obligated pursuant to this Section 13.2 to include in the registration Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration prior to the consummation of the offering made pursuant thereto. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares. If the Company decides not to proceed with a registration and offering in which Piggy-back Shares are included, the Company has no obligation to proceed with the offering of the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 13.1 hereof (without regard to the 60 days' written request required thereby).

Piggy-Back Registration Rights. Notwithstanding anything 3.1 If Corporation proposes to file, on its behalf, a Registration Statement under the contrary herein Securities Act on Form X-0, X-0 or S-3 or similar forms available for use by small business issuers, other than pursuant to Section 2 of this Agreement or in connection with a dividend reinvestment, employee stock purchase, option or similar plan or in connection with a merger, consolidation or reorganization, Corporation shall give written notice to each Shareholder and Piggy-Back Shareholder at least thirty (30) days before the Transaction Documents filing with the Commission of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities and Piggy-Back Registrable Securities owned by such Shareholder or Piggy-Back Shareholder. If a Shareholder or Piggy-Back Shareholder desires to include all or a portion of its Registrable Securities or Piggy-Back Registrable Securities in such Registration Statement, it shall give written notice to Corporation within fifteen (as defined in 15) days after the Purchase Agreement), including date of mailing of such offer specifying the amount of Registrable Securities and/or Piggy-Back Registrable Securities to be registered (for the avoidance purpose of doubt that certain Registration Rights Agreementthis Section 3, dated February 6"Shares"). Corporation shall thereupon include in such filing the Shares, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled subject to any priorities in registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective Agreement, and subject to its right to withdraw such filing, and shall use its best efforts to effect registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion Shares. 3.2 The right of the Preferred Shareholders and the Piggy-Back Shareholders to have the Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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, any Registration Statement in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities accordance with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and Section 3 shall enter into an underwriting agreement in a form and substance reasonably satisfactory be subject to the Company and the underwriter or underwriters.following conditions:

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securitiesa) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act Oakland has registered, or has determined to register, any of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering its securities for its own account or for the account of others under the Securities Act other security holders of Oakland on any of its equity securities, registration form (other than on Form Forms S-4 or Form S-8 S-8) that permits the inclusion of the Registrable Shares (each as promulgated under a “Piggyback Registration”), Oakland will give the Securities Act) or their then equivalents relating to equity securities to be issued solely Holders written notice thereof promptly (but in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send no event less than 20 days prior to the Purchaser written notice of such determination and ifanticipated filing date) and, within ten (10) days after receipt of such noticesubject to Section 3(b), the Purchaser shall so request in writing, the Company shall will include in such registration statement all or any part of such Registrable Securities the Purchaser requests Shares requested to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled included therein pursuant to the inclusion written request of its Registrable Securities unless it has returned such questionnaire to the Companyone or more Holders received within 10 days after delivery of Oakland’s notice. Notwithstanding the foregoing, Oakland will not be required to include any Registrable Shares in any registration under this Section 3(a) prior to the event nine (9) month anniversary of the Closing Date. (i) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of Oakland, and the managing underwriters advise Oakland and the Holders that, in connection with any underwritten public offering, the reasonable opinion of the managing underwriter(s) thereof shall impose a limitation on underwriters, 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 be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering registration exceeds the Maximum Number of Shares, Oakland will include in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shallsuch registration, unless otherwise agreed by Oakland and the CompanyHolders, offer (i) first, the number of shares of Common Stock that Oakland proposes to sell, and sell (ii) second, the Registrable Shares of Holders, provided that if such Holders includes the Oakland Capital Holders, (1) the number of Registrable Securities Shares of Oakland Capital Holders included in such registration shall not exceed the greater of (x) the Oakland Capital Allocation, and (y) the Oakland Capital Allocation, plus, if any, the remainder of the Non-Oakland Capital Allocation (such number of shares shall be allocated among such Oakland Capital Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Oakland Capital Holder), and (2) the number of Registrable Shares of the other Holders included in such registration shall not exceed the greater of (x) the Non-Oakland Capital Allocation, and (y) the Non-Oakland Capital Allocation, plus, if any, the remainder of the Oakland Capital Allocation (such number of shares shall be allocated among such Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Holder). For purposes of the calculations under this Section 3(b)(i), each of the Oakland Capital Allocation and the Non-Oakland Capital Allocation shall be reduced by the number of shares to be sold by Oakland. (ii) If a Piggyback Registration is initiated as an underwritten offering using registration on behalf of a holder of shares of Common Stock other than under this Agreement, and the same managing underwriters advise Oakland that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock proposed to be included in such registration exceeds the Maximum Number of Shares, then Oakland will include in such registration, unless otherwise agreed by Oakland and the holders (including the Holders, if any), (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration, (ii) second, the Registrable Shares of Holders, provided that if such Holders includes the Oakland Capital Holders, (1) the number of Registrable Shares of Oakland Capital Holders included in such registration shall not exceed the greater of (x) the Oakland Capital Allocation, and (y) the Oakland Capital Allocation, plus, if any, the remainder of the Non-Oakland Capital Allocation (such number of shares shall be allocated among such Oakland Capital Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Oakland Capital Holder), and (2) the number of Registrable Shares of the other Holders included in such registration shall not exceed the greater of (x) the Non-Oakland Capital Allocation, and (y) the Non-Oakland Capital Allocation, plus, if any, the remainder of the Oakland Capital Allocation (such number of shares shall be allocated among such Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Holder), (iii) third, the number of shares of Common Stock requested to be included therein by any other holders, and (iv) fourth, the number of shares of Common Stock that Oakland proposes to sell. For purposes of the calculations under this Section 3(b)(ii), each of the Oakland Capital Allocation and the Non-Oakland Capital Allocation shall be reduced by the number of shares to be sold by the holder(s) requesting such registration. (c) If any Piggyback Registration is a primary or secondary underwritten offering, Oakland will have the right to select, in its sole discretion, the managing underwriter or underwriters and, subject to administer any such offering. (d) Oakland will not grant to any Person the right to request Oakland to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersSection 3.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)a) If, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement on or after the Closing Date, the Company proposes to file any Registration Statement under the Securities Act of 1933, as amended (the a “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SECRegistration Statement”) a registration statement relating with respect to an any 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 stock option or other employee benefit plansobligations exercisable or exchangeable for, then the Company shall send to the Purchaser written notice of such determination and ifor convertible into, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding equity securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own accountaccount or for stockholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the Buyers as soon as practicable but in no event less than five (5) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which Registration Statement, the Purchaser is entitled to registration under this Section 3.01 is an underwritten intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, then and (y) offer to the Purchaser shallBuyers in such notice the opportunity to register the sale of such number of Shares and/or Warrant Shares (collectively, unless otherwise agreed by the Company, offer “Registrable Securities”) as such Buyer still owns and sell may request in writing within two (2) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in an underwritten offering using such registration and shall cause the same managing underwriter or underwriters and, subject of a proposed underwritten offering to permit the provisions of this Agreement, Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other shares disposition of Common Stock included such Registrable Securities in such underwritten offering and accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing 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 underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 7.8, the Company shall not be required to register such Registrable Securities pursuant to this Section 7.8 (i) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, (ii) that are the subject of a form and substance reasonably satisfactory then effective Registration Statement or (iii) if at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act. (b) Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. (c) The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the underwriter purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or underwritersomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment. (d) The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information. (e) All fees and expenses incident to the Company’s performance of or compliance with a Piggy-Back Registration shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. Each Buyer shall be responsible for its own fees and expenses in connection with a Piggy-Back Registration. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

Piggy-Back Registration Rights. Notwithstanding anything to (a) For a period of the contrary herein shorter of (i) one (1) year following the Closing Date, or in (ii) the Transaction Documents (as defined in date on which the Purchase Agreement)Buyer Shares become freely tradable without restriction, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (restrictive legends may be removed from the “Registration Rights Agreement”), stock certificates therefor. if Buyer proposes to file a registration statement with the Securities (including SEC respecting an Underwritten Offering of any shares of Common Stock issuable upon exercise or conversion any class of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering its equity securities for its own account or for the account of others under a holder of securities of Buyer pursuant to registration rights granted by Buyer (a "Requesting Stockholder"), Buyer shall give prompt written notice to Seller at least fifteen (15) Business Days prior to the Securities Act initial filing 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 registration statement 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, then such offering (the Company "Registration Statement"). Seller shall send to have the Purchaser written notice of such determination and ifright, within ten (10) days Business Days after receipt of such notice, the Purchaser shall so to request in writing, writing that Buyer include all or a portion of the Company Buyer Shares not held by the Escrow Agent in such Registration Statement. Buyer shall include in such registration statement Underwritten Offering all of the Buyer Shares that Seller has requested be included, unless the underwriter for such offering (in either case, the "Managing Underwriter") delivers a notice (a "Cutback Notice") pursuant to Section 7.02(b) or 7.02(c) hereof. The Managing Underwriter may deliver one or more Cutback Notices at any part time prior to the execution of the underwriting agreement for such Registrable Securities Underwritten Offering (copies of which shall be provided to Seller). (i) If the Purchaser requests proposed Underwritten Offering is an Underwritten Offering by Buyer on a primary basis (a "Primary Registration"), the provisions of this Section 7.02(b) shall be applicable if the Managing Underwriter delivers a Cutback Notice stating that, in its opinion, the number of securities to be registeredoffered for the account of Buyer ("Primary Shares"), plus the Buyer Shares that Seller has requested to be sold therein, plus the securities (the "Other Shares") that selling stockholders (other than Seller) exercising similar piggy-back registration rights with respect to such offering ("Other Selling Stockholders") propose to sell therein, exceeds the maximum number of shares specified by the Managing Underwriter in such Cutback Notice that may be distributed without having a material adverse effect on the price, timing or distribution of the Primary Shares. The Purchaser Such maximum number of shares that may be so sold, excluding the Primary Shares, are referred to as the "Includible Shares." (ii) If the Managing Underwriter delivers such Cutback Notice, Buyer shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to include all of the Primary Shares in the Underwritten Offering in priority to the inclusion of any Other Shares or Buyer Shares. The requesting Seller and Other Selling Stockholders shall then be entitled to include in such offering up to its Registrable Securities unless it has returned such questionnaire to pro rata portion of the Company. Notwithstanding the foregoingIncludible Shares, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation based on the number of shares of Common Stock which may securities requested to be included sold by Seller and the Other Selling Stockholders. No shareholder that proposes to sell Buyer Shares or Other Shares in the proposed offering may sell any such shares therein unless all Primary Shares are so included. (c) If the proposed Underwritten Offering is an Underwritten Offering pursuant to demand registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributionrights exercised by a Requesting Stockholder, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this AgreementSection 7.02(c) shall be applicable if the Managing Underwriter delivers a Cutback Notice stating that, on in its opinion, the same terms aggregate number of Primary Shares, Buyer Shares and conditions as other shares of Common Stock Other Shares requested to be included in such underwritten offering therein exceeds the maximum number of shares (the "Includible Secondary Shares") specified by the Managing Underwriter in such Cutback Notice that may be distributed without having a material adverse effect on the price, timing and shall enter into an distribution of the securities being distributed. If the Managing Underwriter delivers such Cutback Notice, Buyer will include in such registration, (i) first, the securities requested to be included therein by a Requesting Stockholder exercising demand registration rights, (ii) second, the securities requested to be included therein by Buyer, if any, and (iii) third, the requesting Seller's and Other Selling Stockholder's pro rata portion of the Includible Secondary Shares, based on the number of securities requested to be sold by Seller and Other Selling Stockholders. As of the Closing Date, the Company has not granted demand registration rights to any Person, other than pursuant to the Registration Rights Agreements dated May 2, 2011 and May 25, 2011 where the Company has agreed to register certain shares thereunder. (d) The underwriting agreement in a form for such Underwritten Offering shall provide that the requesting Seller and substance reasonably satisfactory Other Selling Stockholders shall have the right to sell its Buyer Shares and Other Shares to the Company underwriters and that the underwriter underwriters shall purchase the Buyer Shares and Other Shares at the price paid by the underwriters for the Primary Shares sold by Buyer and/or Other Shares sold by selling stockholders, as the case may be. (e) For purposes herein, “Underwritten Offering” means a registered offering in which securities are sold to one or underwritersmore underwriters on a firm commitment basis for reoffering to the public or any other offering or registration statement in which securities of Buyer are registered for the account of any stockholder of Buyer.

Piggy-Back Registration Rights. Notwithstanding anything to (a) At any time on or after the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)date hereof, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between whenever the Company and the purchasers signatory thereto (the “shall propose to file a Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement Statement under the Securities Act relating to the public offering of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)securities for sale for cash, the Company shall determine give written notice to prepare the Holders as promptly as practicable, but in no event less than fifteen (15) days prior to the anticipated filing thereof, specifying the approximate date on which the Company proposes to file such Registration Statement and file with the intended method of distribution in connection therewith, and advising Holders of their right to have any or all of the Registrable Securities and Exchange Commission then Beneficially Owned by them included among the securities to be covered by such Registration Statement (the “SECPiggy-Back Rights”). (b) a registration statement relating Subject to an offering for its own account or Section 3(c) and Section 3(d) hereof, in 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 event that Holders have and shall elect to utilize 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, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writingPiggy-Back Rights, the Company shall include in such registration statement all or any part of such the Registration Statement the Registrable Securities identified by the Purchaser requests Holders in a written request (a “Piggy-Back Request”) given to be registeredthe Company not later than five (5) Business Days prior to the proposed filing date of the Registration Statement. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, identified in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof a Piggy-Back Request 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, Registration Statement on the same terms and conditions as the other shares securities included in the Registration Statement. (c) Notwithstanding anything in this Agreement to the contrary, Holders shall not have Piggy-Back Rights with respect to (i) a Registration Statement on Form S-4 or Form S-8 or Form S-3 (with respect to dividend reinvestment plans and similar plans) or any successor forms thereto or (ii) a Registration Statement filed in connection with an exchange offer or an offering of Common Stock securities solely to employees of the Company. (d) If the lead managing underwriters selected by the Company for an Underwritten Offering for which Piggy-Back Rights are requested shall advise the Company in writing that marketing or other factors require a limitation on the amount of securities which can be sold in such offering within a price range acceptable to the Company, then, (i) such underwriters shall provide written notice thereof to the Holders and (ii) there shall be included in the offering, (A) first, all securities proposed by the Company to be sold for its account (or such lesser amount as shall equal the maximum number determined by the lead managing underwriters as aforesaid); (B) second, all Registrable Securities requested to be included in such underwritten Registration Statement by Holders, or such lesser number as shall equal, together with the amount referred to in (A), the maximum number determined by the lead managing underwriters as aforesaid; and (c) third, only that number of securities requested to be included by any Other Rights Holders that such lead managing underwriters reasonably and in good faith believe will not substantially interfere with (including, without limitation, adversely affecting the pricing of) the offering of all the securities that the Company desires to sell for its own account and all the Registrable Securities that the Holders desire to sell for their own accounts. (e) Nothing contained in this Section 3 shall enter into an underwriting agreement create any liability on the part of the Company to the Holders if the Company for any reason should decide not to file a Registration Statement for which Piggy-Back Rights are available or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever Holders may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise. (f) A request made by Holders pursuant to their Piggy-Back Rights to include Registrable Securities in a form and substance reasonably satisfactory Registration Statement shall not be deemed to the Company and the underwriter or underwritersbe a Demand Registration described in Section 2(c)(v) hereof.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between i) If the Company and proposes to file a registration statement with the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including Commission respecting an offering of any shares of Common Stock (or other securities) issuable upon exercise or conversion of the Securities) shall not be entitled to Warrants (other than an offering registered solely on Form S-4 or S-8 or any registration rights except for successor form thereto and other than the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act initial public offering of 1933, as amended (the “Securities Act”), covering the shares of Common Stock (or other securities) issuable upon conversion of the Preferred Shares or exercise of the Warrant (Warrants if no shareholder of the “Registrable Securities”Company, including the Holders pursuant to Section 2(a), participates therein), the Company shall determine give prompt written notice to prepare and file with all the Securities and Exchange Commission (Holders of Warrants, Warrant Shares or such other securities received upon exercise of Warrants at least 30 days prior to the “SEC”) a initial filing of the registration statement relating to an such offering for its own account or (the account of others under "Piggy-Back ---------- Registration Statement" and, together with the Securities Act of any of its equity securitiesDemand Registration ---------------------- Statement, 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 stock option or other employee benefit plans, then "Registration Statement"). Each such Holder shall have the Company shall send to the Purchaser written notice of such determination and if---------------------- right, within ten (10) 20 days after receipt delivery of such notice, the Purchaser shall so to request in writingwriting that the Company include all or a portion of such Warrant Shares in such Registration Statement ("Piggy-back Registration Rights"). The Company ------------------------------ shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "managing underwriter") delivers a notice (a "Cutback Notice") pursuant -------------------- -------------- to Section 2(b)(ii) or 2(b)(iii) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (ii) If a proposed public offering includes both securities to be offered for the account of the Company ("Company IPO Shares") and shares to ------------------ be sold by shareholders, the provisions of this Section 2(b)(ii) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares (other than Warrant Shares to be sold by the Holders) that selling shareholders propose to sell therein, whether or not such selling shareholders have the right to include shares therein (the "Other IPO Shares"), plus the number of Warrant Shares ---------------- that the Holders have requested to be sold therein, plus the Company IPO Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company IPO Shares. Such maximum number of shares that may be so sold, excluding the Company IPO Shares, are referred to as the "Includible ---------- Shares." ------ If the managing underwriter delivers such Cutback Notice, the Company shall be entitled to include all of the Company IPO Shares in the public offering and each requesting Holder shall be entitled to include in such registration statement all or any part the public offering up to its pro rata portion of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire Includible Shares and in customary form and acknowledges that it shall not be entitled priority to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, Other IPO Shares that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed initial public offering may sell any such shares therein unless all Warrant Shares requested by the Company in such underwritten Holders to be sold therein are so included. (iii) If a proposed public offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten entirely a secondary offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this AgreementSection 2(b)(iii) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, on in its opinion, the same terms aggregate number of Warrant Shares and conditions as other Other IPO Shares proposed to be sold therein exceeds the maximum number of shares (the "Includible Secondary Shares") specified by the managing underwriter in --------------------------- such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Stock included Shares being distributed. If the managing underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares and in priority to the inclusion of any Other IPO Shares that are proposed to be sold in such underwritten public offering. No shareholder that proposes to sell Other IPO Shares in such public offering and shall enter into an may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (iv) The underwriting agreement in for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a form Cutback Notice and substance reasonably satisfactory the terms of Sections 2(b)(ii) and 2(b)(iii)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and and/or other selling shareholders, as the underwriter or underwriterscase may be.

Piggy-Back Registration Rights. Notwithstanding anything to The Company covenants and agrees with the contrary herein or Registered Holders and any subsequent Registered Holders of the Warrants and/or Warrant Shares that in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act with respect to any class of 1933security (other than in connection with an exchange offer, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares an non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account on Form S-8 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 Actother unsuitable registration statement form) 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, which becomes effective then the Company shall send to the Purchaser in each case give written notice of such determination proposed filing to the Registered Holders of Warrants and if, within ten (10) Warrant Shares at least 30 days after receipt of before the proposed filing date and such notice, notice shall offer to such Registered Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such Registered Holder of Warrants or any part Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Registrable Securities the Purchaser requests to be registeredWarrants and/or Warrant Shares in manner proposed by such Registered Holders. The Purchaser Company shall comply with not honor any such request to furnish register any such Warrant Shares if the request is received later than the Warrant Expiration Date, and the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section within at least 20 days after the Company has given notice to the inclusion Registered Holders of its Registrable Securities unless it has returned the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Registered Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Registered Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the event that, in connection with any underwritten public offering, distribution of all or a portion of the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Piggy-back Shares requested to 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 concurrently with the securities being registered by the Company shall be obligated to include in such registration statement only such limited portion of would materially adversely affect the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion distribution of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed then the number of shares to be offered for the account of all persons (other than the Company or such other persons on whose behalf the underwritten offering was initiated) participating in such registration shall be reduced or limited (to zero if necessary) pro rata in proportion to the extent necessary to reduce the total number of shares requested to be included by the Company in such underwritten offering to the number of shares, if any, recommended by such managing underwriter or underwriters. All expenses of the piggy-back registration pursuant to this section 10(b) shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed borne by the Company, offer except that underwriting commissions and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject expenses attributable to the provisions Piggy-back Shares and fees and disbursements of counsel (if any) to the Registered Holders requesting that such Piggy-back Shares be offered will be borne by such Registered Holders. The Company shall be obligated pursuant to this Agreementsubsection 10(b) to include in the Piggy-back Offering, on Warrant Shares that have not yet been purchased by a Registered Holder of Warrants so long as such Registered Holder of Warrants submits an undertaking to the same terms and conditions as other shares Company that such Registered Holder intends to exercise Warrants representing the number of Common Stock Warrant Shares to be included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory Piggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, such Registered Holder of Warrants is permitted to pay the Company and the underwriter or underwritersWarrant Price for such Warrant Shares upon the consummation of the Piggy- back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering of the Piggy-back Shares.

Piggy-Back Registration Rights. Notwithstanding anything 4.1 If, subject to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)Lock-Up Provisions, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and proposes to file, on its own behalf or on behalf of any holder of Earthstone Common Stock or other securities of the purchasers signatory thereto Company, a Registration Statement under the Securities Act on Form S-1 or S-3 or similar forms available for use by the Company, other than pursuant to Section 2 or Section 3 of this Agreement or on Form S-8 in connection with a dividend reinvestment, employee stock purchase, option, equity incentive, or similar plan or on Form S-4 in connection with a merger, consolidation or reorganization, the Company shall give written notice to each Stockholder at least fifteen (15) days before the filing with the SEC of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities owned by each Stockholder. If a Stockholder desires to include all or a portion of its Registrable Securities in such Registration Statement, it shall give written notice to the Company within five (5) business days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for purposes of this Section 4, “Registration Rights AgreementPiggyback Shares”). The Company shall thereupon include in such filing the Piggyback Shares, the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled subject to any priorities in registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective Agreement, and subject to its right to withdraw such filing, and shall use its reasonable best efforts to effect the registration statement under the Securities Act of 1933the Piggyback Shares. 4.2 The right of a Stockholder to have Piggyback Shares included in any Registration Statement in accordance with the provisions of this Section 4 shall be subject to the following conditions: 4.2.1 The Company shall have the right to require that the Stockholder agree to refrain from offering or selling any shares of Earthstone Common Stock that it owns which are not included in any such Registration Statement in accordance with this Section 4 for any reasonable time period, not to exceed one hundred twenty (120) days, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion may be specified by any managing underwriter of the Preferred Shares or exercise of the Warrant offering to which such Registration Statement relates. 4.2.2 If (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”i) a registration statement relating pursuant to this Section 4 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for its own account or such a transaction and (ii) the account managing underwriter of others under such underwritten offering shall inform the Securities Act of any Company and the Stockholders who have requested that their Piggyback Shares be registered pursuant to this Section 4 by letter of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under belief that the Securities Act) or their then equivalents relating to equity securities amount of Shares requested to be issued solely included in connection with any acquisition of any entity such registration exceeds the amount which can be sold in (or business or equity securities issuable in connection with stock option or other employee benefit plansduring the time of) such offering within a price range acceptable to the Company, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall will include in such registration statement all or any part such amount of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish securities which the Company a completed selling stockholder questionnaire is so advised can be sold in customary form and acknowledges that it shall not be entitled to (or during the inclusion of its Registrable Securities unless it has returned time of) such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offeringoffering as follows: first, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering being offered by the Company for its own account; second, no the Piggyback Shares of the Stockholders and the Additional Holders that are requested to be included in such registration prorata on the basis of the number of such Piggyback Shares so proposed to be sold and so requested to be included by such Stockholders and Additional Holders; and third, the securities of the Company, if any, proposed to be included in the registration by any other holders of the Company’s securities, other than the Additional Holders (whether or not such holders have contractual rights to include such securities in the registration). 4.2.3 The Company shall furnish each Stockholder with such number of copies of the Prospectus as such Stockholder may reasonably request in order to facilitate the sale and distribution of its Shares. 4.3 Notwithstanding the foregoing, the Company in such underwritten its sole discretion may determine not to file the Registration Statement or proceed with the offering shall be cutback. If an offering in connection with as to which the Purchaser notice specified in Section 4.1 is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject given without liability to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersStockholders.

Piggy-Back Registration Rights. Notwithstanding anything to The Company covenants and agrees with the contrary herein or Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act with respect to any class of 1933security (other than in connection with a Rule 145 transaction an exchange offer, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares a non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plansregistration statement form that does not permit secondary sales) which becomes or which the Company believes will become effective at any time after the Initiation Date, then the Company shall send to the Purchaser in each case give written notice of such determination proposed filing to the Holders of Warrants and if, within ten (10) Warrant Shares at least 30 days after receipt of before the proposed filing date and such notice, notice shall offer to such Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all or any part such number of such Registrable Securities the Purchaser requests to be registeredWarrant Shares as they may request. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled required to honor any such request to register any such Warrant Shares (i) if the request is received later than six (6) years from the Effective Date, or (ii) if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 20 days after the Company has given notice to the inclusion Holders of its Registrable Securities unless it has returned the filing. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose writing that it believes marketing factors require a limitation on the number of shares to be underwritten in the proposed offering, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggy-back Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 180 days, as the managing underwriter shall request. In any circumstance in which all of the Warrant Shares and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon exercise of warrants or conversion of any subordinated note of the Company) with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of Warrant Shares and Other Shares that may be so included, the number of shares of Warrant Shares and Other Shares that may be so included shall be allocated among the Holders and other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Warrant Shares and Other Shares that would be held by such Holders and other selling stockholders, assuming exercise or conversion; provided, however, so that such allocation shall not operate to reduce the aggregate number of Warrant Shares and Other Shares to be included in such registration, if any Holder or other selling stockholder does not request inclusion in the maximum number of Warrant Shares and Other Shares allocated to him pursuant to the above-described procedure, the remaining portion of his allocation shall be reallocated among those requesting Holders and other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of Warrant Shares and Other Shares which would be held by such Holders and other selling stockholders, assuming exercise or conversion, and this procedure shall be repeated until all of the Warrant Shares and Other Shares 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 be obligated to include in such registration statement only such limited portion on behalf of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Holders and other selling stockholders have been so allocated. The Company shall not exclude any Registrable Securities unless limit the Company has first excluded all outstanding securities, the holders number of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed Warrant Shares to be included in a registration pursuant to this Agreement in order to include shares held by the Company in such underwritten offering stockholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants pursuant to Company's 1998 Stock Option Plan. All expenses of registration pursuant to this Section 15.2 shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed borne by the Company, offer except that underwriting commissions and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject expenses attributable to the provisions Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to this AgreementSection 15.2. In such event, on the same terms and conditions as other shares right of Common Stock included any Holder to registration pursuant to this Section 15.2 shall be conditioned upon such holder's participation in such underwritten offering underwriting and the inclusion of such Holder's Warrant Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in a customary form and substance reasonably satisfactory to with the Company and representative of the underwriter or underwritersunderwriters selected by the Company. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back offering, Warrant Shares that have not yet been purchased by a holder of Warrants. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Piggy-back offering. If the Company decides not to proceed with a Piggy-back offering, the Company has no obligation to proceed with the offering of the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 15.1 hereof (without regard to the 60 days' written request required thereby). Notwithstanding any of the foregoing contained in this Section 15.2, the Company's obligation to offer registration rights to the Piggy-back Shares pursuant to this Section 15.2 shall terminate two (2) years after the Expiration Date.

Piggy-Back Registration Rights. Notwithstanding anything (a) If, following the effective date of the first registration statement for a qualified IPO (but without any obligation to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”do so), the Securities (including Company proposes to file on its behalf and/or on behalf of any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective its securityholders a registration statement under the Securities Act with respect to any of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)its securities, the Company shall determine to prepare and file give each Holder written notice at least 20 days before the filing with the SEC of such registration statement. If any Holder desires to have Registrable Securities and Exchange Commission (the “SEC”) a registration statement relating registered pursuant to an offering for its own account or the account of others under the Securities Act of any of its equity securitiesthis Section 4, 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 stock option or other employee benefit plans, then such Holder shall so advise the Company shall send to the Purchaser written notice of such determination and if, in writing within ten (10) 15 days after receipt the date of delivery of such notice, the Purchaser shall so request in writing, the . The Company shall thereupon include in such filing the number of Registrable Securities for which registration statement all or any part is so requested, subject to its right to reduce the number of Registrable Securities as hereinafter provided, and shall use its best efforts to effect registration under the Act of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the CompanySecurities. Notwithstanding the foregoing, the Company shall not be required to provide notice of filing of a registration statement and to include therein any Registrable Securities if the proposed registration is (i) a registration on Form S-8, or other comparable form then in effect, of stock options, compensatory stock purchases, compensation or incentive plans, or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan; or (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with, a merger or consolidation with another corporation. (b) In the event that, the offering in connection with which any underwritten public offeringHolder's Registrable Securities are to be included pursuant to this Section 4 is to be underwritten, the Company shall furnish the Holders with a written statement of the managing underwriter(s) thereof shall impose a limitation on underwriter as to the Maximum Includable Securities as soon as practicable after the expiration of the 15-day period provided for in Section 4(a). The managing underwriter may exclude Registrable Securities entirely from such registration, provided that the managing underwriter also excludes from such registration and underwriting all securities held by any other person. If the total number of securities proposed to be included in such registration statement is in excess of the Maximum Includable Securities, the number of shares securities to be included within the coverage of Common Stock which such registration statement shall be reduced to the Maximum Includable Securities as follows: (i) no reduction shall be made in the number of securities to be registered for the account of the Company or for the benefit of any of the Company's securityholders that have the right to require the Company to initiate the registration of such securities; and (ii) the number of Registrable Securities and other securities that may be included in the registration, if any, shall be allocated among the Holders of Registrable Securities and holders of other securities (the "Other Holders") requesting inclusion on a pro rata basis, with the number of each type or class of securities of each Holder and Other Holder thereof included in the registration statement becauseto be that number determined by multiplying (A) the total number of such type or class of security included in the Maximum Includable Securities less (B) the number of such type or class of security to be registered for the account of the Company or other securityholders that have the right to require the Company to initiate the registration, by a fraction, the numerator of which will be the total number of such type or class of security that such Holder or Other Holder owns, and the denominator of which will be the total number of such type or class of security owned by all Holders and Other Holders that have requested inclusion of such type or class of security in the registration. (c) The Company or securityholders having the right to require the Company to register their shares, as the case may be, shall, in such underwriter(s)’ judgmentits or their sole discretion, marketing select the managing underwriter or other factors dictate such limitation is necessary underwriters, if any, that are to facilitate public distribution, then undertake the Company shall be obligated to include in such registration statement only such limited portion sale and distribution of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to a registration statement filed under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on Section 3. (d) The right to registration provided in this Section 4 is in addition to and not in lieu of the same terms registration rights provided in Sections 2 and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters3.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement on or after Effective Date the Company proposes to file a Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating respect 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 stock option or other employee benefit plansobligations exercisable or exchangeable for, then the Company shall send to the Purchaser written notice of such determination and ifor convertible into, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding equity securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own accountaccount or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, or (ii) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shallintended method(s) of distribution, unless otherwise agreed by and the Companyname of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer and sell to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in an underwritten offering using such registration and shall use its best efforts to cause the same managing underwriter or underwriters and, subject of a proposed Underwritten Offering to permit the provisions of this Agreement, Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other shares disposition of Common Stock included such Registrable Securities in such underwritten offering and accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form and substance reasonably satisfactory to with the Company and the underwriter Underwriter or underwritersUnderwriters selected for such Piggy-Back Registration.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between a) If the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own accountaccount or for the account of any holder of any class of equity security of the Company or security convertible into or exchangeable for any class of equity security of the Company (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), or registrations solely in connection with employee stock options or other employee benefit plans, or a registration statement filed in connection with an exchange offer or offering of securities to the Company's existing securityholders, then the Company shall give written notice of such proposed filing to the Stockholders as soon as practicable (but in no securities event less than thirty (30) days before the anticipated filing date), and such notice shall offer such Stockholders the opportunity to register such number and type of shares of Registrable Shares as each such Stockholder may request ("Piggy-Back Registration"). The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Shares requested to be included by the Company in such underwritten offering shall a Piggy-Back Registration to be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, included on the same terms and conditions as any similar securities of the Company included therein and to permit the sale or other disposition of such Registrable Shares in accordance with the intended method of distribution thereof. No registration effected under this Section 1.3, and no failure to effect a registration under this Section 1.3, shall relieve the Company of its obligations pursuant to Section 1.1, and no failure to effect a registration under this Section 1.3 and no failure to complete the sale of shares in connection therewith shall relieve the Company of Common Stock included any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 1.4 and 2.1). (b) Notwithstanding anything contained herein, if the managing underwriter or underwriters of an offering described in the foregoing paragraph (a) deliver a written opinion to the Stockholders requesting inclusion in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to that (i) the size of the offering that the Stockholders, the Company and any other persons intend to make or (ii) the kind of securities that the Stockholders, the Company and any other persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Shares requested to be included, then (A) if the size of the offering is the basis of such underwriter's opinion, the Company will include the securities in the registration in the following order of priority: (1) first, all securities the Company proposes to sell, (2) second, allocated pro rata with respect to all the Registrable Shares requested to be included in the registration and the securities that the holder for whom the Company is effecting the registration proposes to sell, and (3) third, any other securities (provided they are of the same class as the securities sold by the Company) requested to be included, allocated among the holders of such securities in such proportions as the Company and those holders may agree; and (B) if the combination of securities to be offered is the basis of such underwriter's opinion, then the Stockholders shall not have any registration rights pursuant to this Section 1.3 with respect to such offering; provided that notwithstanding paragraph (A) above, if the Company receives a written opinion (the "Second Opinion") within five (5) days of the date that the Stockholders receive the written opinion from the managing underwriter(s) pursuant to clause (i) of this paragraph (b)) of a national underwriter (the "Second Underwriter"), with a reputation comparable to that of the managing underwriter(s) of the offering, that the inclusion of the Registrable Shares to be excluded pursuant to paragraph (A) above (the "Excluded Shares") would not materially and adversely affect the success of the offering, then Company shall be required to either (i) cause the managing underwriter(s) to include the Excluded Shares in the offering, or underwriters(ii) select the Second Underwriter as the managing underwriter for the offering; provided further that if the Company selects the Second Underwriter and the Second Underwriter at any time thereafter notifies the Company that it cannot consummate the offering on substantially the same terms as originally proposed by the managing underwriter(s), then Company shall have the right to replace the Second Underwriter with another underwriter, in which case, all of the terms of this Section 4.2(b) shall apply again as if the offering were another offering. (c) The Stockholders included within such Piggy-Back Registration may withdraw all or any part of the Registrable Shares from such Piggy-Back Registration at any time (before but not after the effective date of such Registration Statement), by delivering written notice of such withdrawal request to the Company. (d) If the Company shall determine for any reason (x) not to register or (y) to delay a registration which includes Registrable Shares pursuant to this Section 1.3, the Company may, at its election, give written notice of such determination to the Stockholders and, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a delay in registering, shall be permitted to delay registering any Registrable Shares for the same period as the delay in registering such other shares.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between a) If the Company and proposes to file a Registration Statement with the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including Commission respecting an Underwritten Offering of any shares of Common Stock issuable upon exercise any class of its equity securities for its own account or conversion for the account of a holder of securities of the Securities) shall not be entitled Company pursuant to any registration rights except for granted by the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended Company (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”a "Requesting Stockholder"), the Company shall determine give prompt written notice to prepare and file with all the Securities and Exchange Commission (Holders at least 10 Business Days prior to the “SEC”) a initial filing of the registration statement relating to an such offering for its own account or (the account of others under "Registration Statement"). Each such Holder shall have 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and ifright, within ten (10) days 5 Business Days after receipt delivery of such notice, the Purchaser shall so to request in writing, writing that the Company include all or a portion of the Common Shares issued or issuable upon exercise of such Holder's Warrants or such other securities as shall be issued or issuable upon the exercise of the Warrants (the "Warrant Shares") in such Registration Statement ("Piggy-back Registration Rights"). The Company shall include in such registration statement Underwritten Offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for such offering (in either case, the "managing underwriter") delivers a notice (a "Cutback Notice") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any part time prior to the execution of the underwriting agreement for such Registrable Securities Underwritten Offering. (b) If the Purchaser requests proposed Underwritten Offering is an Underwritten Offering by the Company on a primary basis (a "Primary Registration"), the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of securities to be registered. The Purchaser shall comply with any request to furnish offered for the account of the Company ("Company Shares"), plus the Warrant Shares that the Holders have requested to be sold therein, plus the securities (the "Other Shares") that selling stockholders (other than the Holders) exercising similar piggy-back registration rights with respect to such offering ("Other Selling Stockholders") propose to sell therein, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without having a completed selling stockholder questionnaire in customary form and acknowledges material adverse effect on the price, timing or distribution of the Company Shares. Such maximum number of shares that it may be so sold, excluding the Company Shares, are referred to as the "Includible Shares." If the managing underwriter delivers such Cutback Notice, the Company shall not be entitled to include all of the Company Shares in the Underwritten Offering in priority to the inclusion of any Other Shares or Warrant Shares. Each requesting Holder and Other Selling Stockholder shall then be entitled to include in such offering up to its Registrable Securities unless it has returned such questionnaire to pro rata portion of the Company. Notwithstanding the foregoingIncludible Shares, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation based on the number of securities requested to be sold by the Holders and the Other Selling Stockholders. No shareholder that proposes to sell Warrant Shares or Other Shares in the proposed offering may sell any such shares therein unless all Company Shares are so included. (c) If the proposed Underwritten Offering is an Underwritten Offering pursuant to demand registration rights exercised by a Requesting Stockholder, then the provisions of Common Stock which may this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of Company Shares, Warrant Shares and Other Shares requested to be included in such offering therein exceeds the registration statement because, maximum number of shares (the "Includible Secondary Shares") specified by the managing underwriter in such underwriter(s)’ judgmentCutback Notice that may be distributed without having a material adverse effect on the price, marketing or other factors dictate timing and distribution of the Common Shares being distributed. If the managing underwriter delivers such limitation is necessary to facilitate public distributionCutback Notice, then the Company shall be obligated to will include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; providedregistration, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities(i) first, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed requested to be included therein by a Requesting Stockholder exercising demand registration rights, (ii) second, the Company in such underwritten offering shall securities requested to be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed included therein by the Company, offer if any, and (iii) third, each requesting Holder's and Other Selling Stockholder's pro rata portion of the Includible Secondary Shares, based on the number of securities requested to be sold by such Holders and Other Selling Stockholders. (d) The underwriting agreement for such Underwritten Offering shall provide that each requesting Holder shall have the right to sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject its Warrant Shares to the provisions of this Agreement, on underwriters and that the same terms and conditions as other shares of underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to Shares sold by the Company and and/or selling stockholders, as the underwriter or underwriterscase may be.

Piggy-Back Registration Rights. Notwithstanding anything (a) Whenever ------------------------------ Acquiror shall propose to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain file a Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement Statement under the Securities Act of 1933, as amended (relating to the “Securities Act”), covering the shares public offering of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant for cash pursuant to a firm commitment underwriting (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 pursuant to a Registration Statement on Form S-4 or Form S-8 or any successor forms, or filed in connection with an exchange offer or an offering of securities solely to existing shareholders or employees of Acquiror and other than pursuant to a Registration Statement filed in connection with an offering by Acquiror of securities convertible into or exchangeable for Common Stock) for sale for its own account, Acquiror shall (i) give written notice at least ten Business Days prior to the filing thereof to each as promulgated under Holder then outstanding, specifying the approximate date on which Acquiror proposes to file such Registration Statement and advising such Holder of such Holder's right to have any or all of the Registrable Securities Act) or their then equivalents relating to equity held by such Holder included among the securities to be issued solely in connection with any acquisition covered thereby and (ii) at the written request of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send such Holder given to Acquiror at least five Business Days prior to the Purchaser written notice proposed filing date, include among the securities covered by such Registration Statement the number of Registrable Securities that such determination and ifHolder shall have requested be so included (subject, within ten however, to reduction in accordance with paragraph (10b) days after receipt of this Section 3). Acquiror shall use its commercially reasonable efforts to cause the managing underwriter of the proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the Registration Statement for such notice, the Purchaser shall so request in writing, the Company shall offering to include such securities in such registration statement all or offering on the same terms and conditions as the Shares of Acquiror capital stock included therein. (b) Each Holder desiring to participate in an offering pursuant to Section 3(a) may include Registrable Securities in any part Registration Statement relating to such offering to the extent that the inclusion of such Registrable Securities shall not reduce the Purchaser requests number of shares of Common Stock to be registeredoffered and sold by Acquiror pursuant thereto. The Purchaser shall comply with If the lead managing underwriter selected by Acquiror for an underwritten offering pursuant to Section 3(a) or any request financial advisor to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges Acquiror determines that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose marketing factors require a limitation on the number of shares of Common Stock which may to be offered and sold by shareholders of Acquiror in such offering, there shall be included in the registration statement becauseoffering only that number of shares of Common Stock, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then good faith believes will not jeopardize the Company shall be obligated to include in such registration statement only such limited portion success of the Registrable Securities with respect to which offering of all the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, shares of Common Stock that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled desires to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company sell for its own account, no securities proposed to be included by . In such event and provided the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same managing underwriter or underwriters andfinancial advisor, subject to as the provisions case may be, has so notified Acquiror in writing, the number of this Agreement, on the same terms and conditions as other shares of Common Stock included to be offered and sold by shareholders of Acquiror, including Holders of Registrable Securities, desiring to participate in such offering shall be allocated among such shareholders of Acquiror on a pro rata basis based on their holdings of Common Stock, subject to any written agreements requiring a different priority. (c) Nothing in this Section 3 shall create any liability on the part of Acquiror to the Holders of Registrable Securities if Acquiror for any reason should decide not to file a Registration Statement proposed to be filed under Section 3(a) 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 issuance by Acquiror of any notice hereunder or otherwise. (d) A request by Holders to include Registrable Securities in a proposed underwritten offering and pursuant to Section 3(a) shall enter into an underwriting agreement in not be deemed to be a form and substance reasonably satisfactory request for a demand registration pursuant to the Company and the underwriter or underwritersSection 4.

Piggy-Back Registration Rights. (a) If the Company proposes to file a Registration Statement under the Securities Act for purposes of a public offering of securities of the Company, it shall notify all Holders of Registrable Securities in writing (the “Company Notice”). Each Holder shall have the right (the “Piggyback Right”), subject to the limitations set forth in this Section 2, to include in such Registration Statement the Registrable Securities then held by such Holder. In order to exercise the Piggyback Right, a Holder shall give written notice to the Company (the “Piggyback Notice”) no later than 15 days following the date on which the Company gives the Company Notice. The Piggyback Notice shall set forth the number of Registrable Securities that such Holder desires to include in such Registration Statement. (b) If the Registration Statement under which the Company gives notice under this Section 2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities in the Company Notice. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2 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 provided herein. All Holders proposing to distribute their Registrable Securities by means of such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated in the following order of priority: (i) first, to the securities acquired in the Series B Financing; (ii) second, to the Holders, up to the full number of Registrable Securities requested to be included in such registration on a pro rata basis based on the total number of Registrable Securities requested to be included in such registration by the Holders; (iii) third, to the Company, all securities proposed to be registered by the Company for its own account; and (iv) fourth, to any other holders, the number of securities requested to be included by any other holders, in proportion as nearly as practicable, to the respective amounts of securities of the Company owned by them. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. 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 underwriter, delivered at least 10 Business Days prior to the effective date of such Registration Statement. (c) The Company shall use its commercially reasonable efforts to (i) have such Registration Statement declared effective by the Commission (x) within 90 days after the Filing Date if such Registration Statement is not reviewed by the Commission or (y) within 120 days after the Filing Date if such Registration Statement is reviewed by the Commission and (ii) keep such Registration Statement continuously effective under the Securities Act until the end of the Effectiveness Period. Each Holder acknowledges and agrees that the Company shall be permitted to exclude such Holder’s Registrable Securities from a Registration Statement if such Holder fails to timely comply with the Company’s request for information pursuant to Section 4(m); provided if such Holder provides such information prior to the filing of such Registration Statement the Company shall use commercially reasonable efforts to include such Registrable Securities on such Registration Statement. (d) Notwithstanding anything to the contrary herein or set forth in this Agreement, in the Transaction Documents event that following the exercise of the Piggyback Right and the inclusion in such Registration Statement of all or part of the Registrable Securities then held by such Holder, the Commission informs the Company that such Registration Statement cannot be filed as a secondary offering on Form S-3 due to the aggregate number of securities to be registered thereunder, the Company shall as promptly as practicable convert the Form S-3 at issue in this paragraph (as defined d) into a Registration Statement on Form S-1. (e) Notwithstanding anything to the contrary set forth in this Agreement, the Purchase Agreement), including for Piggyback Right shall not be exercisable by any Holder and the avoidance Company shall have no obligation under this Agreement with respect to the registration statement to be filed by the Company pursuant to Section 4 of doubt that certain Registration Rights Agreement, dated February 6as of June 1, 20132007, by and between among the Company and the purchasers signatory thereto purchasers, as amended and modified (the “Series B Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include in ; provided such registration statement all is filed on or any part of such Registrable Securities the Purchaser requests prior to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoingNovember 5, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters2007.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securitiesa) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective the Company proposes to file on its behalf and/or on behalf of any of its securityholders a registration statement under the Act on Form S-1, S-2 or S-3 (or any xxxxx xxpropriate form for the general registration of securities) with respect to any of its capital stock or other securities, the Company shall give each Holder written notice at least 20 days before the filing with the SEC of such registration statement. If any Holder desires to have Registrable Securities registered pursuant to this Section 1.3, such Holder shall so advise the Company in writing within 15 days after the date of mailing of such notice from the Company. The Company shall thereupon include in such filing the number of Registrable Securities for which registration is so requested, subject to its right to reduce the number of Registrable Securities as hereinafter provided, and shall use its best efforts to effect registration under the Act of 1933such Registrable Securities. Notwithstanding the foregoing, the Company shall not be required to provide notice of filing of a registration statement and to include therein any Registrable Securities if the proposed registration is: (1) a registration of stock options, stock purchases or compensation or incentive plans, or of securities issued or issuable pursuant to any such plan or a dividend reinvestment plan on Form S-8 or other comparable form then in effect; or (2) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with, a merger or consolidation with another corporation. (b) In the event the offering in which any Holder's Registrable Securities are to be included pursuant to this Section 1.3 is to be underwritten on a firm commitment basis, the Company shall furnish the Holders with a written statement of the managing or principal underwriter as amended to the Maximum Includable Securities as soon as practicable after the expiration of the 15 day period provided for in Section 1.3(a). If the total number of securities proposed to be included in such registration statement is in excess of the Maximum Includable Securities, the number of securities to be included within the coverage of such registration statement shall be reduced to the Maximum Includable Securities as follows: (1) no reduction shall be made in the number of shares of capital stock or other securities to be registered for the account of the Company; and (2) the number of Registrable Securities and other securities that may be included in the registration, if any, shall be allocated among the Holders of Registrable Securities and holders of other securities (the “"Other Holders") requesting inclusion on a pro rata basis, with the number of each type or class of securities of each Holder and Other Holder thereof included in the registration to be that number determined by multiplying (A) the total number of such type or class of security included in the Maximum Includable Securities Act”)less (B) the number of such type or class of security to be registered for the account of the Company, covering by a fraction, the numerator of which will be the total number of such type or class of security that such Holder or Other Holder owns, and the denominator of which will be the total number of such type or class of security owned by all Holders and Other Holders that have requested inclusion of such type or class of security in the registration. (c) To the extent that the offering of Registrable Securities proposed to be included in a registration statement is not to be underwritten on a firm commitment basis, then there shall be no reduction in the number of Holders' Registrable Securities to be registered in such registration statement. If such offering is to be underwritten on a best efforts basis, the shares of Common Stock issuable upon conversion or other securities of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)all participants, including the Company and the Holders, shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) be sold in a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securitiesproportionate basis, 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on based upon the number of shares of Common Stock which may be included in the registration statement becauseor other securities registered on their behalf. (d) The Company shall, in such underwriter(s)’ judgmentits sole discretion, marketing select the underwriter or other factors dictate such limitation is necessary underwriters, if any, who are to facilitate public distribution, then undertake the Company shall be obligated to include in such registration statement only such limited portion sale and distribution of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to a registration statement filed under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on Section 1.3. (e) The right to registration provided in this Section 1.3 is in addition to and not in lieu of the same terms and conditions as other shares of Common Stock included demand registration rights provided in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersSection 1.

Piggy-Back Registration Rights. Notwithstanding anything to a) For a period of twelve (12) months following the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)Closing Date, the Company shall determine notify the Holder in writing at least twenty (20) days prior to prepare and file with the Securities and Exchange Commission (the “SEC”) a filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock (including, but not limited to, registration statements relating to an offering for its own account or secondary offerings of securities of the account of others under the Securities Act of Company but excluding any of its equity securities, other than registration statements (i) on Form S-4 or Form S-8 (each as or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or their then equivalents relating to equity securities does not include substantially the same information as would be required to be issued solely included in connection with any acquisition a registration statement covering the resale of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send Warrant Shares) and will afford the Holder an opportunity to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or part of the Warrant Shares held by the Holder. In the event the Holder desires to include in any such registration statement all or any part of the Warrant Shares held by the Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities Warrant Shares that the Purchaser requests Holder wishes to include in such registration statement. If the Holder decides not to include all of its Warrant Shares and in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. b) Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering or private placement advise the Company that the total amount or kind of securities that the Holder, the Company and any other persons intended to be registered. The Purchaser included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering or private placement, then the amount or kind of securities to be offered for the various parties wishing to have shares of the Company’s common stock registered shall comply with any request to furnish be included in the following order: i. if the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary Securities”): (A) first, the Primary Securities; and (B) second, the Warrant Shares requested to be included in such registration statement, together with shares of its common stock that do not constitute Warrant Shares or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary, such Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Warrant Shares and Other Securities requested to be registered by each such holder). ii. if the Company proposes to register Other Securities: (A) first, the Other Securities requested to be included in such registration by holders exercising demand registration rights; and (B) second, the Warrant Shares requested to be included in such registration, together with Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Se Warrant Shares curities and Other Securities requested to be registered by each such holder). Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a completed selling stockholder questionnaire registration statement referred to herein at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Subscriber. c) In connection with its obligation under this Section 4, the Company will (i) furnish to the Holder without charge, at least one copy of any effective registration statement and any post-effective amendments thereto, including financial statements and schedules, and, if the Holder so requests in customary writing, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) in the form filed with the SEC; and acknowledges that it shall not (ii) deliver to the Holder and the underwriters, if any, without charge, as many copies of the then effective prospectus included in the Registration Statement, as the same may be entitled amended or supplemented (including such prospectus subject to completion) (the “Prospectus”), and any amendments or supplements thereto as such persons may reasonably request. d) As a condition to the inclusion of its Registrable Securities unless it has returned such questionnaire Warrant Shares, the Holder shall furnish to the Company. Notwithstanding Company such information regarding the foregoingHolder and the distribution proposed by the Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in the Subscription Agreement. e) The Holder agrees by acquisition of the Warrant Shares that, upon receipt of any notice from the Company of the happening of any event that, in connection with any underwritten public offeringthe good faith judgment of the Company’s Board of Directors, requires the suspension of the Holder’s rights under this Section 4, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion Holder will forthwith discontinue disposition of the Registrable Securities with respect Warrant Shares pursuant to which the Purchaser has requested inclusion hereunder as then current Prospectus until the underwriter shall permit; 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 contractually entitled to inclusion of such securities Holder is advised in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering writing by the Company for its own account, no securities proposed to that the use of the Prospectus may be included by the Company in such underwritten offering shall be cutbackresumed. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed so directed by the Company, offer and sell on the happening of such Registrable Securities in an underwritten offering using event, the same underwriter or underwriters and, subject Holder will deliver to the provisions Company (at the Company’s expense) all copies, other than permanent file copies then in the Holder’s possession, of the Prospectus covering the Warrant Shares at the time of receipt of such notice. f) The Holder hereby covenants with the Company (i) not to make any sale of Warrant Shares without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Warrant Shares are to be sold by any method or in any transaction other than on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Nasdaq Capital Market or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least 5 business days prior to the date on which the Holder first offers to sell any such Warrant Shares. g) The Holder acknowledges and agrees that the Warrant Shares sold pursuant to a registration statement described in this Agreement, Section 4 are not transferable on the same terms and conditions as other shares books of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in the Company unless the stock certificate submitted to the transfer agent evidencing the Warrant Shares is accompanied by a form and substance certificate reasonably satisfactory to the Company to the effect that (x) the Warrant Shares have been sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied. h) The Holder shall not take any action with respect to any distribution deemed to be made pursuant to such registration statement that would constitute a violation of Regulation M under the Exchange Act, or any other applicable rule, regulation or law. i) Upon the expiration of the effectiveness of any registration statement described in this Section 4, the Holder shall discontinue sales of the Warrant Shares pursuant to such registration statement upon receipt of notice from the Company of the Company’s intention to remove from registration the Warrant Shares covered by such registration statement that remain unsold, and the underwriter or underwritersHolder shall notify the Company of the number of registered Warrant Shares that remain unsold immediately upon receipt of such notice from the Company. j) Anything to the contrary contained in this Agreement notwithstanding, when, in the opinion of counsel for the Company, registration of the Warrant Shares and is not required by the Securities Act, in connection with a proposed sale of such Warrant Shares, the Holder shall have no rights pursuant to this Section 4. In furtherance and not in limitation of the foregoing, the Holder shall have no rights pursuant to this Section 4 at such time as all of the Holder’s Warrant Shares may be sold without limitation pursuant to Rule 144.

Piggy-Back Registration Rights. Notwithstanding anything (a) At any time after the receipt by the Holders of any Settlement Shares, Warner will send written notice to the contrary herein Holders then owning Settlement Shares and/or Warrant Shares, at least twenty (20) days prior to the filing of each and every Registration Statement filed by Warner, whether or in not pursuant to this Agreement (other than a Registration Statement covering exclusively securities under an employee option or stock purchase plan, a merger, acquisition or similar transaction) and give to such Holders the Transaction Documents (as defined in right to have included therein any Settlement Shares and/or Warrant Shares then held by the Purchase Agreement), including for Holders. Such notice must specify the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company proposed offering price and the purchasers signatory thereto plan of distribution. Warner must receive written notice from such Holders within fifteen days after the date of Warner's written notice, indicating the full name and address of each Holder desiring to have Settlement Shares and/or Warrant Shares included for sale in such Registration Statement and the number of Settlement Shares or Warrant Shares requested to be covered. (b) If the “Registration Rights Agreement”)registration of which Warner gives notice is for a registered public offering involving an underwriting, Warner shall so advise the Securities (including any shares of Common Stock issuable upon exercise or conversion Holders as a part of the Securities) shall not be entitled written notice given pursuant to any registration rights except for Section 7.2.2(a). To the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred extent Holders propose to distribute their Settlement Shares or exercise of the Warrant (the “Registrable Securities”)Shares through such underwriting, the Company shall determine to prepare and file such Holders shall, together with Warner, enter into an underwriting agreement in customary form with the Securities and Exchange Commission (managing underwriter selected for such underwriting by Warner which underwriting agreement shall also be reasonably acceptable to the “SEC”) a registration statement relating Holders. Warner shall use its reasonable best efforts to an cause the managing underwriter of such proposed underwritten offering for its own account to permit the Settlement Shares 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 Warrant Shares proposed 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, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include included in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 for such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then offering on no less than the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same most favorable terms and conditions as any similar securities of Warner included therein. Notwithstanding any other provision of this Section 7.2.2, the Holders shall be entitled to include in the registration all of the shares which they desire to sell for their own account, and if the managing underwriter determines that general marketing conditions are such that the inclusion of Common Stock all of the shares to be sold by the Holders for their own accounts would jeopardize the sale of shares for the account of Warner, the managing underwriter may reduce the similar securities to be included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory registration for the accounts of the Holders, pro rata among the Holders whose shares are If any Holder disapproves of the terms of any such underwriting, such person may elect to the Company withdraw therefrom by written notice to Warner and the underwriter managing underwriter. Any Settlement Shares or underwritersWarrant Shares excluded or withdrawn from such underwriting shall not be transferred prior to sixty (60) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggy-Back Registration Rights. Notwithstanding anything (a) Subject to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)b) below, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement that the Company proposes to file a Company Registration Statement under the Securities Act of 1933, as amended (the “Securities "Act”") (the "Registration Statement"), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering either for its own account or for the account of others under the Securities Act of any of its equity securitiesa stockholder or stockholders, 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 stock option or other employee benefit plans, then the Company shall send to give the Purchaser Placement Agents written notice of its intention to do so and of the intended method of sale (the "Registration Notice") within a reasonable time prior to the anticipated filing date of the Company's Registration Statement effecting such determination and ifCompany registration. The Placement Agents may request inclusion of any Warrants (hereafter "Restricted Securities") in such registration statement by delivering to the Company, within ten (10) business days after receipt of such noticethe Registration Notice, a written notice (the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s"Piggyback Notice") thereof shall impose a limitation on stating 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 be obligated to include in such registration statement only such limited portion of the Registrable Restricted Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company and that such shares are to be included in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Company Registration Statement. The Company shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Company Registration Statement and any related offering, all to the extent requisite to permit the sale by the Placement Agents of its Restricted Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Company Registration Statement; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Company Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of the Placement Agents' Restricted Securities, the Company may, at its election, give written notice of such determination to the Placement Agents and, thereupon: (i) in the ease of a determination not to register, shall be relieved of its obligation to register the Placement Agents' Restricted Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith); and (ii) in the case of a delay in registering, shall be permitted to delay registering the Placement Agents' Restricted Securities for the same period as the delay in registering such other securities. (b) The Company's obligation to include Restricted Securities in a Company's Registration Statement shall be subject to the following limitations: (i) The Company may elect, at its sole option and for any reason, not to register the Placement Agents' Restricted Shares, provided however, that this right is limited to one (1) time and relative to one (1) particular Company Registration Statement. (ii) The Company shall not be obligated to include any Restricted Securities in a Registration Statement filed on Form S-4, Form S-8 or such other similar successor forms then in effect under the Securities Act. (iii) If a Company Registration Statement involves an underwritten offering and the managing placement agent advises the Company in writing that in its opinion, the number of securities requested to be included in such Company Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company shall enter into an underwriting agreement include in such Company Registration Statement the number of such securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows: (A) first, the securities proposed by the Company to be sold for it own account, and (B) second, any Restricted Securities requested to be included in such registration and any other securities of the Company in accordance with the priorities, if and then existing among the holders of such securities pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders. (iv) The Company shall not be obligated to include Restricted Securities in more than one (1) Company Registration Statement. (c) To the extent the Placement Agents' Restricted Securities are intended to be included in a form and substance reasonably satisfactory Company Registration Statement, the Placement Agents may include any of its Restricted Securities in such Company Registration Statement pursuant to this Agreement only if the Placement Agents furnishes to the Company in writing, within ten (10) business days after receipt of a written request therefore, such information specified in Item 507 of Regulation S-K under the Act or such other information as the Company may reasonably request for use in connection with the Company Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the underwriter or underwritersNASD. The Placement Agent(s) as to which the Company Registration Statement is being effected agree to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company be not materially misleading. (b) The rights granted herein are non-transferable and may not be exercised by any subsequent holder of the Warrants. This Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New York.

Piggy-Back Registration Rights. Notwithstanding anything (a) If (but without any obligation to do so) the contrary herein or in the Transaction Documents Parent proposes to register (as defined in the Purchase Agreement), including for this purpose a registration effected by the avoidance Parent for shareholders other than the Sole Stockholder) any of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise its stock or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement other securities under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file in connection with the Securities and Exchange Commission public offering of such securities on any form (the “SEC”) other than a registration statement relating on Form S-4 or S-8 or any successor form for securities to an offering for its own account or be offered in a transaction of the account of others type referred to in Rule 145 under the Securities Act or to employees of the Parent pursuant to any employee benefit plan, respectively) (a "Piggy-Back Registration"), it will promptly (and in any case at least 20 days before the initial filing with the SEC of such piggy-back registration statement (the "Piggy-Back Registration Statement")) give written notice to the Sole Stockholder, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Parent. The notice shall offer to include in such filing the aggregate number of shares of registrable securities as the Sole Stockholder may request. If the Sole Stockholder desires to have its equity securitiesregistrable securities registered under this Section 6.2, other than on Form S-4 the Sole Stockholder shall advise the Parent in writing within 20 days after the date of receipt of such offer from the Parent, setting forth the amount of such registrable securities for which registration is requested. The Parent shall thereupon include in such filing the number or Form S-8 (each as promulgated amount of registrable securities for which registration is so requested, subject to provisions of Section 6.2(c) below, and shall use its reasonable best efforts to effect registration of such registrable securities under the Securities Act. (b) The Parent shall have the right to terminate or their then equivalents relating withdraw any Piggy-Back Registration initiated by it under this Section 6.2 prior to equity the effectiveness of such Piggy-Back Registration whether or not the Sole Stockholder has elected to include securities in such Piggy-Back Registration. The expenses of such withdrawn registration shall be borne by the Parent. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises in writing that, in its opinion, the number of securities requested to be issued solely included (including Sole Stockholder's registrable securities) in connection with any acquisition such offering is greater than the total number of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then which can be sold therein without having a material adverse effect on the Company shall send to the Purchaser written notice marketability of such determination and ifsecurities or otherwise having a material adverse effect on the pricing thereof, within ten (10) days after receipt of such noticethen, in the event that the Parent initiated the Piggy-Back Registration, the Purchaser shall so request in writing, the Company Parent shall include in such registration statement Piggy-Back Registration first, the securities the Parent proposes to register and second, the securities of all or any part of such Registrable Securities other selling security holders, including the Purchaser requests Sole Stockholder, to be registered. The Purchaser shall comply included in such Piggy-Back Registration in an amount which together with any request the securities the Parent proposes to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it register, shall not exceed the Maximum Number of Securities, such amount to be entitled to the inclusion of its Registrable Securities unless it has returned allocated among such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose selling security holders on a limitation pro rata basis (based 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 be obligated to include in such registration statement only such limited portion securities of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of Parent held by each such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersselling security holder).

Piggy-Back Registration Rights. Notwithstanding anything to The Company covenants and agrees with ------------------------------ the contrary herein or Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act with respect to any class of 1933security (other than in connection with an exchange offer, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares a non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, unsuitable registration statement form) which becomes or which the Company believes will become effective at any time after the Initiation Date then the Company shall send to the Purchaser in each case give written notice of such determination proposed filing to the Holders of Warrants and if, within ten (10) Warrant Shares at least 30 days after receipt of before the proposed filing date and such notice, notice shall offer to such Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such Holder of Warrants or any part Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Registrable Securities Warrants and/or Warrant Shares in the Purchaser requests to be registeredmanner proposed by such Holders. The Purchaser Company shall comply with not honor any such request to furnish register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 20 days after the Company has given notice to the inclusion Holders of its Registrable Securities unless it has returned the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the event that, in connection with any underwritten public offering, distribution of all or a portion of the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Piggy-back Shares requested to 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 concurrently with the securities being registered by the Company shall be obligated to include in such registration statement only such limited portion of would materially adversely affect the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion distribution of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be required as to Piggy-back Shares if any securities proposed to be included by of the Company are included in such underwritten registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination -------- ------- Date the Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed borne by the Company, offer except that underwriting commissions and sell expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Registrable Securities Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an underwritten undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such Piggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Piggy-back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering using of the same underwriter or underwriters andPiggy-back Shares, subject to unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory Section 15.1 hereof (without regard to the Company and 60 days' written request required thereby). Notwithstanding any of the underwriter or underwritersforegoing contained in this Section 15.2, the Company's obligation to offer registration rights to the Piggy-back Shares pursuant to this Section 15.2 shall terminate two (2) years after the Expiration Date.

Piggy-Back Registration Rights. Notwithstanding anything to If during the contrary herein or in period commencing on the Transaction Documents (as defined in Closing Date and concluding on the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion first anniversary of the Securities) shall not be entitled Closing Date LaserSight proposes or is required to any registration rights except for file with the rights expressly set forth in this Section 3.01. If at any time when there is not an effective SEC a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the relating to any shares of LaserSight Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) other than a registration statement relating to an offering for its own account on Form S-8 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 any successor forms thereto, or any registration form that does not permit the inclusion therein of the Patent Closing Shares) (the "Piggy-Back Registration Statement"), LaserSight will 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser such time give prompt written notice of such determination and if, its intention to do so to Xxxxxx. Upon the written request of Xxxxxx received by LaserSight within ten (10) 10 days after receipt the delivery or mailing of such noticenotice from LaserSight (the "Piggy-Back Registration Request"), the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled subject to the inclusion limitations of its Registrable Securities unless it has returned such questionnaire this Section 7.7, LaserSight will use all commercially reasonable efforts to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on register at least the number of shares of LaserSight Common Stock then outstanding which may are not then the subject of another registration statement and which are requested to be included registered in the registration statement becausePiggy-Back Registration Request, provided that in such underwriter(s)’ judgmentno event will LaserSight, marketing or other factors dictate such limitation is necessary to facilitate public distributionon behalf of Xxxxxx, then the Company shall be obligated required to include in such registration statement more than the total number of Closing Shares and Patent Closing Shares (the "Requested Shares"). Xxxxxx agrees (i) that a Piggy-Back Registration Request shall only such limited portion be valid if delivered to LaserSight at the same time the Shareholders deliver a similar request pursuant to Section 6.4(b) of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; providedMerger Agreement, 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, (ii) subject to the provisions limitations of this Section 7.7, the Piggy-Back Registration Statement related to such Piggy-Back Registration Request will include the Patent Closing Shares and the shares of LaserSight Common Stock to be registered pursuant to Section 6.4(b) of the Merger Agreement, . Xxxxxx'x right pursuant to this Section 7.7(b) to receive notice and participate in a Piggy-Back Registration Statement shall cease on the same terms and conditions as other shares day after the first anniversary of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersClosing Date.

Piggy-Back Registration Rights. Notwithstanding anything (a) If, at any time and from time to time following the date hereof, the Company proposes to qualify the issuance of any Shares under Applicable Securities Laws or to make a Public Distribution, the Company will promptly give the Shareholders written notice (the “Piggy-Back Notice”) of the proposed qualification or Public Distribution, provided that notwithstanding any other provision herein at such time, the Shareholders (together with their respective Affiliates and Permitted Transferees) seeking to exercise their rights under this Section 3.2 (each, a “Piggy-Back Shareholder”) collectively meet the 5% Ownership Threshold. (b) Upon the written request of a Piggy-Back Shareholder delivered within two (2) Business Days (or 24 hours in the case of a Bought Deal offering as noted in Section 3.2(e)) after receipt of the Piggy-Back Notice by the Company, the Company will, subject to Applicable Securities Laws and subject to Section 3.6, use Commercially Reasonable Efforts to, in conjunction with the proposed qualification or Public Distribution, cause to be included in such offering all of the Shares that the Piggy-Back Shareholder has requested (the “Piggy-Back Shares”) to be included in such offering (a “Piggy-Back Registration”) in accordance with the procedures set forth in Schedule A of this Agreement, provided however that the Piggy-Back Shareholders shall not be entitled to request any amendments to the contrary herein or terms of the underwriting agreed to by the Company. (c) The Company’s expenses in respect of a Piggy-Back Registration will be borne by the Transaction Documents Company, provided that any underwriting commission on the sale of Piggy-Back Shares and the costs of the Piggy-Back Shareholder(s)’ legal counsel and accounting and financial advisors will be borne by the Piggy-Back Shareholder(s). (as defined d) If the proposed Public Distribution is not completed within 180 calendar days of such request, the related notice of a Piggy-Back Registration delivered by the Piggy-Back Shareholders hereunder shall be deemed to be withdrawn and the notice contemplated by Section 3.2(a) shall be deemed to have not been given (in the Purchase Agreement)each case, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and unless otherwise agreed between the Company and the purchasers signatory thereto Piggy-Back Shareholders). (e) If the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled Company receives a Bought Deal letter relating to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)a Public Distribution, the Company shall determine give the Shareholders such notice as is practicable under the circumstances given the speed and urgency with which Bought Deals are customarily carried out in common market practice of its rights to prepare participate thereunder and file the Shareholders shall have 24 hours from the time the Company notifies them (in accordance with Section 3.2(a)) of such Bought Deal to provide the Piggy-Back Registration notice referred to in Section 3.2(b). (f) If both the Company and the Piggy-Back Shareholders are selling Shares in an offering or Public Distribution, the Selling Expenses will be shared by the Company and the applicable Piggy-Back Shareholders on a proportionate basis, according to the number of Shares being Publicly Distributed by each. The Piggy-Back Shareholder will not be responsible for any Registration Expenses in connection with the Securities and Exchange Commission Piggy-Back Registration. (the “SEC”g) a registration statement relating The Company shall not be obligated to an offering for its own account or the account of others under the Securities Act of effect 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 Piggy-Back Registration in connection with any Public Distribution in respect of an acquisition or merger transaction after the date hereof involving the Company or any of its subsidiaries and any entity or business or equity securities issuable other businesses. (h) The Company is under no obligation to complete any offering of its Shares it proposes to make in connection with stock option or other employee benefit plans, then the Company shall send a Piggy-Back Registration and will incur no liability to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company Shareholders for its own account, no securities proposed failure to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersdo so.

Piggy-Back Registration Rights. Notwithstanding anything (a) If Purchaser proposes to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating respect to an offering by Purchaser for its own account or for the account of others under the Securities Act any other person of any class of its equity securitiessecurity, including any security convertible into or exchangeable for any equity security (other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Actor any successor form) or their filed in connection with an exchange offer or an offering of securities solely to Purchaser's existing stockholders), then equivalents relating Purchaser shall in each case give written notice of such proposed filing to equity the holders of the Host Funding Stock at least twenty (20) days before the anticipated filing date, and such notice shall offer such holders the opportunity to register such number of shares of Host Funding Stock as each such holder may request (a "PiggyBack Registration"). Purchaser shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Host Funding Stock requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of Purchaser included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to the holders of Host Funding Stock that the total amount of securities which they or Purchaser and any other persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of Host Funding Stock to be offered for the accounts of holders of Host Funding Stock shall be reduced, in the sole opinion of the managing underwriter, to a total amount of securities to be issued solely included in connection such offering to the amount recommended by such managing underwriter; provided, that the reduction imposed upon holders of Host Funding Stock will not be greater, on a fractional basis, than the reduction imposed upon other persons whose piggy-back registration rights are pari passu with those granted hereby with respect to the amount of securities requested for inclusion in such registration. (b) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall not be required to include Host Funding Stock in any acquisition registration statement if the proposed registration is (i) a registration of any entity or business or equity securities issuable in connection with a stock option or other employee benefit plansincentive compensation plan or of securities issued or issuable pursuant to any such plan, then (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 Purchaser's stockholders from a coercive or other attempt to take control of Purchaser. (c) Purchaser may withdraw any registration statement and abandon any proposed offering initiated by Purchaser without the Company shall send consent of any holder of Host Funding Stock, notwithstanding the request of any such holder to participate therein in accordance with this Section 19.2, if Purchaser determines, in good faith in its sole discretion, that such action is in the best interests of Purchaser written notice of such determination and if, within ten its stockholders (10) days after receipt of such noticefor this purpose, the Purchaser shall so request in writing, interest of the Company shall include in such registration statement all or any part holders of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it Host Funding Stock shall not be entitled considered). (d) With respect to any Piggy-Back Registration requested by the inclusion holders with respect to Host Funding Stock, Purchaser shall bear all registration expenses except for the following registration expenses (and the following registration expenses shall be borne pro rata by the holders of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoingHost Funding Stock registered thereby): (i) Commission and securities exchange registration and filing fees, in the event that, (ii) fees and expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel in connection with blue sky qualifications of such shares), (iii) rating agency fees, (iv) printing expenses, (v) messenger and delivery expenses, (vi) fees and expenses incurred in connection with the listing of such shares to be registered on each securities exchange in which similar securities issued by Purchaser are then listed, (vii) underwriting fees, discounts and commissions, and (viii) any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion out-of-pocket expenses of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permitholders of such shares including any travel costs and counsel fees; provided, however, that the Company foregoing registration expenses to be paid by such holders shall not exclude be deemed to include, on an item-by-item basis (an "item" being any Registrable Securities unless of the Company has first excluded all outstanding securitiesnumbered expenses above), only that certain portion of the total registration expenses of such PiggyBack Registration relating to such item that is determined by multiplying (x) the total registration expenses of such Piggy-Back Registration relating to such item by (y) a fraction the numerator of which is the total proceeds realized by the holders of the Host Funding Stock as a result of the offering relating to such Piggy-Back Registration and the denominator of which are not contractually entitled is the total proceeds realized by all selling stockholders (including such holders of Host Funding Stock) and Purchaser in such offering. (e) In connection with any registration statement in which a holder of Host Funding Stock is participating, each such holder will furnish to inclusion Purchaser in writing such information with respect to the name and address of such securities holder and the amount of Host Funding Stock held by such holder and such other information as Purchaser shall reasonably request for use in connection with any such registration statement or are prospectus, and agrees to indemnify, to the extent permitted by law, Purchaser, its directors and officers, and each person who controls Purchaser (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not contractually misleading, to the extent, but only to the extent, that such untrue statement or omission is based upon any information with respect to such holder so furnished in writing by such holder specifically for inclusion in any prospectus or registration statement. (f) No holder of Host Funding Stock may participate in any Piggy-Back Registration unless such holder (a) agrees to sell the Host Funding Stock on the terms of and on the basis provided in any underwriting arrangements approved by the persons entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, approve such arrangements (which shall be Purchaser in the case of an underwritten offering of securities by Purchaser), and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the Company for its own account, no securities proposed to be included by the Company in terms of such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the underwriting arrangements. (g) The provisions of this AgreementSection 19.2 shall apply, on to the same terms full extent set forth herein, with respect to the Host Funding Stock, to any and conditions as other all shares of Common Stock included equity capital of Purchaser or any successor or assign of Purchaser (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Host Funding Stock, in each case as the amounts of such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company securities outstanding are approximately adjusted for any equity dividends, splits, reverse splits, combinations, recapitalizations, and the underwriter or underwriterslike occurring after the date of this Agreement.

Piggy-Back Registration Rights. Notwithstanding anything to In the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company proposes to file (for its own offer and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise sale or conversion of the Securitiesoffer and sale by selling security holders) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective a registration statement under the Securities Act of 1933at any time on or before ______________, as amended 2000 (the “Securities Act”), covering the shares of Common Stock issuable upon conversion third anniversary of the Preferred Shares Effective Date) with respect to any class of security (other than in connection with an exchange offer, a non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 or any successor registration statement form) which becomes or which should be expected to become effective at any time after 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 stock option or other employee benefit plans, Initiation Date then the Company shall send to the Purchaser in each case give written notice of such determination proposed filing to the Holders of Warrants and if, within ten (10) Warrant Shares at least 30 days after receipt of before the proposed filing date and such notice, notice shall offer to such Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or any part Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Registrable Securities Warrants and/or Warrant Shares in the Purchaser requests to be registeredmanner proposed by such Holders. The Purchaser Company shall comply with not be obligated to honor any request to furnish register any such Warrant Shares if the Company a completed selling stockholder questionnaire is not notified in customary form and acknowledges that it shall not be entitled writing of any such request pursuant to this Section 13.2 within 20 days after the Company has given notice to the inclusion Holders of its Registrable Securities unless it has returned the filing. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "PIGGY-BACK SHARES") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the event that, in connection with any underwritten public offering, distribution of all or a portion of the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Piggy-back Shares requested to 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 concurrently with the securities being registered by the Company shall be obligated to include in such registration statement only such limited portion of would materially adversely affect the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion distribution of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell Holders of such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten Piggy-back Shares shall delay their offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to the Company and the underwriter or underwriters.exceed 120 days, as

Piggy-Back Registration Rights. Notwithstanding anything to (a) If at any time following the contrary herein or in the Transaction Documents Closing Date, (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between i) the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any proposes to register shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file in connection with the Securities 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 Exchange Commission (the “SEC”ii) a registration statement relating covering the sale of all of the Parent Shares is not then effective and available for sales thereof by the Seller and the Xxxxxx Xxxxxx, the Buyer Parent shall, at such time, promptly give the Seller and the Wesana Parent written notice of such Proposed Registration. The Seller and the Wesana Parent shall have ten (10) business days from its receipt of such notice to an offering for deliver to the Buyer Parent a written request specifying the amount of Parent Shares that the Seller and the Wesana Parent intends to sell and the intended method of distribution. Upon receipt of such request, the Buyer Parent shall use 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 best efforts to cause all Parent Shares that it has been requested to register to be registered under the Securities Act) or , to the extent necessary to permit 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 sale or other employee benefit plansdisposition in accordance with the intended methods of distribution specified in such request; provided, then however, that the Company Buyer Parent shall send have the right to postpone or withdraw any registration effected pursuant to this Section 5.10(a) without obligation to the Purchaser written notice of such determination Seller and if, within ten (10) days after receipt 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 the Purchaser requests to be registeredWesana Parent. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event thatIf, in connection with any underwritten public offeringoffering for the account of the Buyer Parent or for stockholders of the Buyer Parent that have contractual rights to require the Company to register shares of common stock of the Buyer Parent, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which common stock of the Buyer Parent that may be included in the a registration statement because, in the judgment of such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributionsuch offering, then the Company Buyer Parent shall be obligated to include in such the registration statement only such limited portion of the Registrable Securities Parent Shares with respect to which the Purchaser has Seller and the Xxxxxx Xxxxxx requested inclusion hereunder as the underwriter such underwriter(s) shall permit; provided. (b) In addition to performing its obligations hereunder, howeverincluding without limitation those pursuant to Section 5.10(a) above, the Buyer Parent shall, with respect to the Registration Statement: (i) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act or to maintain the effectiveness of the Registration Statement; (ii) furnish to the Seller and the Wesana Parent such number of copies of the prospectus included in the Registration Statement, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Seller and the Wesana Parent may reasonably request in order to facilitate the disposition of the Parent Shares; (iii) in the event of an underwritten public offering of the Parent Shares, enter into and perform its obligations under an underwriting agreement, in usual and customary form reasonably acceptable to the Buyer Parent, with the managing underwriter of such offering; (iv) notify the Seller and Xxxxxx Xxxxxx immediately after becoming aware of the occurrence of any event as a result of which the prospectus included in the Registration Statement, as then in effect, contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and as promptly as practicable prepare and file with the SEC and furnish to the Seller and the Wesana Parent a reasonable number of copies of a supplement or an amendment to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (v) use all commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify the Seller and the Wesana Parent of the issuance of such order and the resolution thereof; (vi) furnish to the Seller and the Wesana Parent, on the date that the Company shall not exclude Registration Statement, and any Registrable Securities unless successor registration statement, becomes effective, (x) written notice confirming such effectiveness and, to the Company has first excluded all outstanding securitiesknowledge of such counsel, the holders absence of which are not contractually entitled to inclusion any stop order, and (y) in the case of an underwriting, a copy of an opinion, dated such securities date, of outside counsel, in such registration statement or are not contractually entitled form and substance as is required to pro rata inclusion be given to the underwriters; and (vii) permit counsel for the Seller and the Wesana Parent, upon the request, to review the Registration Statement and all amendments and supplements thereto, and any comments made by the staff of the SEC concerning the Seller and/or the Wesana Parent and the Buyer Parent’s responses thereto, within a reasonable period of time prior to the filing thereof with the Registrable Securities. Notwithstanding the foregoing sentenceSEC (or, in the case of comments made by the staff of the SEC, within a reasonable period of time (but no longer than 1 week) following the receipt thereof by the Buyer Parent). (c) In connection with the registration of the Parent Shares pursuant to a Registration Statement, the Seller and Wesana Parent shall: (i) timely furnish to the Buyer Parent in writing such information regarding itself and the intended method of disposition of such Parent Shares as the Buyer Parent shall reasonably request in order to effect the registration thereof; (ii) upon receipt of any notice from the Buyer Parent of the happening of any event of the kind described in Section 5.10(b)(iv) or Section 5.10(b)(v), immediately discontinue any sale or other disposition of such Parent Shares pursuant to such Registration Statement until the filing of an amendment or supplement as described in Section 5.10(b)(iv) or withdrawal of the stop order referred to in Section 5.10(b)(v), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (iii) in the event of an underwritten offering of such Parent Shares in which the Seller or Wesana Parent participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Buyer Parent and the managing underwriter for such offering may reasonably request; (iv) to the extent required by applicable law, deliver a prospectus to the purchaser of such Parent Shares; (v) notify the Buyer Parent when it has sold all of the Parent Shares held by it and, upon the Buyer Parent’s request (which may occur no more frequently than four (4) times during any twelve month period), notify the Buyer Parent as to the number of Parent Shares held by such the Seller and Xxxxxx Xxxxxx as of a recent date; and (vi) notify the Buyer Parent in the event that any information supplied by the Company Seller or Wesana Parent in writing for its own account, no securities proposed inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be included by stated therein or necessary to make such information not misleading in light of the Company circumstances then existing; immediately discontinue any sale or other disposition of such Parent Shares pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and use commercially reasonable efforts to assist the Buyer Parent as may be appropriate to make such underwritten offering amendment or supplement effective for such purpose. (d) The Buyer Parent shall be cutback. If an offering bear all expenses in connection with which the Purchaser is entitled any such registration pursuant to registration under this Section 3.01 is an underwritten offering5.10, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter whether or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in not a form and substance reasonably satisfactory to the Company and the underwriter or underwritersRegistration Statement becomes effective.

Piggy-Back Registration Rights. Notwithstanding anything to (a) In the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)event that, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an during the period six months after the effective registration statement under date of the Investor Registration Statement and ending December 31, 2008, the Company registers its securities pursuant to the Securities Act of 1933, as amended (the “"Securities Act”"), in connection with a public offering of its securities (other than a registration statement on Form S-4 or S-8 or subsequent similar forms), the Company shall advise the registered holders of the Warrants or the Warrant Shares (each such person being referred to herein as a "holder") by written notice at least two (2) weeks prior to the filing of any registration statement under the Securities Act covering any securities of the Company and will upon the request of any such holder include in any such registration statement such information as may be required to permit a public offering of the Warrant Shares; provided, however, that the Company shall not be required to include such Warrant Shares in a registration statement relating solely to an offering by the Company of securities for its own account if the managing underwriter shall have advised the Company in writing that the inclusion of such Warrant Shares will have a material adverse effect upon the ability of the Company to sell securities for its own account, and provided, further, that the holders are not treated less favorably than others having piggyback registration rights. The Company shall keep the registration statement current and effective for the holders for such period as it is keeping it effective for other selling stockholders or such earlier date as all of the registered Warrant Shares shall have been sold. In connection with such registration, if requested by the managing underwriter as a condition to the inclusion of the Warrant Shares in the registration statement, the holders shall agree not to sell or otherwise distribute the Warrant Shares pursuant to the registration statement for such period not to exceed ninety (90) days (the "lock-up period") as the managing underwriter shall request, in which event the Company will keep the registration statement current and effective for nine (9) months after the expiration of the lock-up period or such earlier date as all of the registered Warrant Shares shall have been sold. If the Company is eligible to register the Warrant Shares on a Form S-3 or similar short-form registration statement, the Company shall use such form and shall keep the registration statement current and effective until all of the Warrant Shares shall have been sold. The term "Investor Registration Statement" shall mean the registration statement filed by the Company with respect to the shares of Common Stock issuable upon conversion of the Company's Series A Convertible Preferred Shares or Stock and upon exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 warrants that were 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, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters's January 2006 private placement.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between a) If the Company and proposes to file a Registration Statement with the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including Commission respecting an offering of any shares of Common Stock (or other securities) issuable upon exercise or conversion of the Securities) shall not be entitled to Warrants (other than an offering registered solely on Form S-4 or S-8 or any registration rights except for successor form thereto and other than the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act initial public offering of 1933, as amended (the “Securities Act”), covering the shares of Common Stock (or other securities) issuable upon conversion of the Preferred Shares or exercise of the Warrant (Warrants if no shareholder of the “Registrable Securities”Company participates therein), the Company shall determine give prompt written notice to prepare and file with all the Securities and Exchange Commission (Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants at least 30 days prior to the “SEC”) a initial filing of the registration statement relating to an such offering for its own account or (the account of others under "Registration Statement"). Each such Holder shall have 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and ifright, within ten (10) 20 days after receipt delivery of such notice, the Purchaser shall so to request in writingwriting that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement ("Warrant Shares") in such Registration Statement ("Piggy-back Registration Rights"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "managing underwriter") delivers a notice (a "Cutback Notice") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. 5 (b) If a proposed public offering includes both securities to be offered for the account of the Company ("Company IPO Shares") and shares to be sold by shareholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares that selling shareholders propose to sell therein, whether or not such selling shareholders have the right to include shares therein (the "Other IPO Shares"), plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company IPO Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company IPO Shares. Such maximum number of shares that may be so sold, excluding the Company IPO Shares, are referred to as the "Includible Shares." If the managing underwriter delivers such Cutback Notice, the Company shall be entitled to include all of the Company IPO Shares in the public offering and each requesting Holder shall be entitled to include in such registration statement all or any part the public offering up to its pro rata portion of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire Includible Shares and in customary form and acknowledges that it shall not be entitled priority to the inclusion of any Other IPO Shares that are proposed to be sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed initial public offering may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its Registrable Securities unless it has returned opinion, the aggregate number of Warrant Shares and Other IPO Shares proposed to be sold therein exceeds the maximum number of shares (the "Includible Secondary Shares") specified by the managing underwriter in such questionnaire Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Shares being distributed. If the managing underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares and in priority to the Companyinclusion of any Other IPO Shares that are proposed to be sold in such public offering. No shareholder that proposes to sell Other IPO Shares in the proposed public offering may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. Notwithstanding the foregoing, to the extent shareholders that propose to sell Other IPO Shares in the event thatproposed initial public offering have registration rights under agreements entered into prior to the date of this Agreement that provide registration parity or priority for such Other IPO Shares, in connection with any underwritten public offeringand to the extent such registration rights have not been waived or otherwise subordinated to the registration rights of Holders hereunder, the managing underwriter(s) thereof such Other IPO Shares shall impose a limitation on the number of shares of Common Stock which may be included includible 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 be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to offering on a pro rata inclusion basis with the Registrable Securities. Notwithstanding 6 (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the foregoing sentence, in right to sell its Warrant Shares to the case of an underwritten offering underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company for its own accountand/or selling shareholders, no securities proposed to be included by as the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriterscase may be.

Piggy-Back Registration Rights. Notwithstanding anything to The Company covenants and agrees with the contrary herein or Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act with respect to any class of 1933security (other than in connection with an exchange offer, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares a non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, unsuitable registration statement form) which becomes or which the Company believes will become effective at any time after the Initiation Date then the Company shall send to the Purchaser in each case give written notice of such determination proposed filing to the Holders of Warrants and if, within ten (10) Warrant Shares at least 30 days after receipt of before the proposed filing date and such notice, notice shall offer to such Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or any part Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Registrable Securities Warrants and/or Warrant Shares in the Purchaser requests to be registeredmanner proposed by such Holders. The Purchaser Company shall comply with not honor any such request to furnish register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 20 days after the Company has given notice to the inclusion Holders of its Registrable Securities unless it has returned the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares ") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the event that, in connection with any underwritten public offering, distribution of all or a portion of the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Piggy-back Shares requested to 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 concurrently with the securities being registered by the Company shall be obligated to include in such registration statement only such limited portion of would materially adversely affect the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion distribution of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be required as to Piggy-back Shares if any securities proposed to be included by of the Company are included in such underwritten registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed borne by the Company, offer except that underwriting commissions and sell expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Registrable Securities Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an underwritten undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such Piggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Piggy-back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering using of the same underwriter or underwriters andPiggy-back Shares, subject to unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory Section 15.1 hereof (without regard to the Company and 60 days' written request required thereby). Notwithstanding any of the underwriter or underwritersforegoing contained in this Section 15.2, the Company's obligation to offer registration rights to the Piggy-back Shares pursuant to this Section 15.2 shall terminate two (2) years after the Expiration Date.

Piggy-Back Registration Rights. Notwithstanding anything If the Issuer proposes to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a ------------------------------ registration statement under the Securities Act, covering securities of the Issuer, whether for the Issuer's own account or for the account of selling security holders (other than a registration statement relating to an acquisition or merger or a registration statement on Form S-4 or S-8 or subsequent similar forms or pursuant to a registration under this Section 6(b), it shall advise the ------------ Holder and/or the holders of any Warrant Stock issuable or issued upon the exercise of this Warrant (each such Holder or holder of Warrant Stock being referred to herein as a "holder") by written notice at least thirty days prior to the filing of such registration statement and will upon the request of any such holder given within thirty (15) Business Days after the receipt of any such notice (which request shall include the number of shares of Warrant Stock intended to be disposed of by such holder) use its best efforts to effect the registration under the Securities Act of 1933, all Warrant Stock that the Issuer has been requested to so register and to include in any such registration statement such information as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise may be required to permit a public offering of the Warrant (the “Registrable Securities”), the Company shall determine Stock. The Issuer is not required to prepare and file with the Securities and Exchange Commission (the “SEC”) include such Warrant Stock in a registration statement relating to an offering of securities if the managing underwriter has advised the Issuer that the inclusion of such Warrant Stock should be limited due to market conditions. In such event, the number of shares of Warrant Stock determined by such underwriter to be the maximum number capable of being included in such registration shall be allocated as follows: (i) first, to the Warrant Stock (if any) sought to be included by the Issuer; (ii) second, to the Warrant Stock sought to be included by the holders of the Warrant Stock pro rata to the numbers of Warrant Stock sought to be registered by each such holder; and (iii) last, to the Warrant Stock sought to be included by any other securities holders. The Issuer shall keep any such registration statement current for its own account a period of six months from the effective date of such registration statement or until such earlier date as all of the account registered Warrant Stock shall have been sold. In connection with such registration, the holders will execute and deliver such customary underwriting documents as are requested by the managing underwriter as a condition to the inclusion of others under the Securities Act of Warrant Stock in the registration statement, provided, however, that if, at any time after giving written notice of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under intention to register any securities and prior to the Securities Act) or their then equivalents relating to equity securities to be issued solely effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansreason not to register such securities, then the Company shall send to the Purchaser Issuer may, at its election, give written notice of such determination to each holder who made a request as above provided and if, within ten (10) days after receipt of such notice, thereupon the Purchaser Issuer shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion relieved of its Registrable Securities unless it has returned obligation to register any such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)a) If Parent decides, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including as required under any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any demand registration rights except agreement, to register any of its common stock or securities convertible into or exchangeable for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement common stock under the Securities Act of 1933, as amended (the “Securities Act”), covering the on a form which is suitable for an offering for cash or shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)Parent held by third parties and which is not a registration solely to implement an employee benefit plan, the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating on Form S-4 (or successor form) or a transaction to an offering which Rule 145 or any other similar rule of the SEC is applicable, the Parent will promptly give written notice to the Shareholders of its intention to effect such a registration. Subject to Section 5.4(b) below, Parent shall include all Parent's Shares that the Shareholder(s) request(s) be included in such registration by a written notice delivered to the Parent within fifteen (15) days after the notice given by the Parent. The Shareholders agree that any securities they request to be included in a Parent registration pursuant to this Section 5.4 shall be included by the Parent on the same form of registration statement as has been selected by the Parent for the securities the Parent is registering for sale for its own account or account. (b) If 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any involves an underwritten public offering, the managing underwriter(sParent will not be required to register Parent's Shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a "Cutback"), which recommendation, and supporting reasoning, shall be delivered to the Shareholders. If such a Cutback occurs, the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) thereof shall impose a limitation first, to the Parent for any securities it proposes to sell for its own account, (ii) second, to the Shareholders requiring such registration pro rata among such Shareholders on the basis of the number of shares of Common Stock Parent's Shares held by the Shareholders for which may each such Shareholder requested registration, and (iii) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration. (c) If the Company elects to terminate any registration filed pursuant to this Section 5.4, the Parent will have no obligation to register the securities sought to be included in by the registration statement because, Shareholders in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then registration. If the Company shall be obligated to include Parent includes in such registration statement only such limited portion any securities to be offered by it, all registration expenses of the Registrable Securities with respect Shareholders, except for underwriting discounts and commissions attributable to which the Purchaser has requested inclusion hereunder as Parent's Shares and fees and expenses of Shareholders' attorneys and accountants, will be borne by the underwriter Parent. (d) Parent and each Shareholder agree that during any 90-day period after the effective date of any registration statement covering the Parent's Shares, each Shareholder shall permitbe allowed to sell up to 25% of the Parent's Shares owned of record and beneficially by each Shareholder on the effective date of the registration statement; provided, however, that none of the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering Escrowed Shares shall be cutback. If an offering in connection with which the Purchaser is entitled sold by any Shareholder(s) until such Escrowed Shares shall have been released to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject Shareholders pursuant to the provisions of the Escrow Agreement. The number of Parent's Shares allowed to be sold during any 90-day period shall not be cumulative with any Parent's Shares which could have been sold in any prior 90-day period. Except for the Escrowed Shares, the restriction on sales of Parent's Shares by Shareholders in this Section 5.4(d) shall not apply to any Shareholder who owns of record and beneficially 50,000 shares or less of Parent's Shares. The restrictions in this Section 5.4(d) shall terminate two years after the Closing Date, subject to terms of the Escrow Agreement. The Company in its sole discretion may waive at any time the restrictions set forth in this Section 5.4(d), on subject to restrictions of the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersEscrow Agreement.

Piggy-Back Registration Rights. Notwithstanding anything to (a) If at any time following the contrary herein or in the Transaction Documents Closing Date, (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between i) the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any proposes to register shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file in connection with the Securities 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 Exchange Commission (the “SEC”ii) a registration statement relating covering the sale of all of the Parent Shares is not then effective and available for sales thereof by the Seller and the Xxxxxx Xxxxxx, the Buyer Parent shall, at such time, promptly give the Seller and the Wesana Parent written notice of such Proposed Registration. The Seller and the Wesana Parent shall have ten (10) business days from its receipt of such notice to an offering for deliver to the Buyer Parent a written request specifying the amount of Parent Shares that the Seller and the Wesana Parent intends to sell and the intended method of distribution. Upon receipt of such request, the Buyer Parent shall use 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 best efforts to cause all Parent Shares that it has been requested to register to be registered under the Securities Act) or , to the extent necessary to permit 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 sale or other employee benefit plansdisposition in accordance with the intended methods of distribution specified in such request; provided, then however, that the Company Buyer Parent shall send have the right to postpone or withdraw any registration effected pursuant to this Section 5.10(a) without obligation to the Purchaser written notice of such determination Seller and if, within ten (10) days after receipt 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 the Purchaser requests to be registeredWesana Parent. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event thatIf, in connection with any underwritten public offeringoffering for the account of the Buyer Parent or for stockholders of the Buyer Parent that have contractual rights to require the Company to register shares of common stock of the Buyer Parent, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which common stock of the Buyer Parent that may be included in the a registration statement because, in the judgment of such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributionsuch offering, then the Company Buyer Parent shall be obligated to include in such the registration statement only such limited portion of the Registrable Securities Parent Shares with respect to which the Purchaser has Seller and the Xxxxxx Xxxxxx requested inclusion hereunder as the underwriter such underwriter(s) shall permit; provided. (b) In addition to performing its obligations hereunder, howeverincluding without limitation those pursuant to Section 5.10(a) above, the Buyer Parent shall, with respect to the Registration Statement: (i) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act or to maintain the effectiveness of the Registration Statement; (ii) furnish to the Seller and the Wesana Parent such number of copies of the prospectus included in the Registration Statement, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Seller and the Wesana Parent may reasonably request in order to facilitate the disposition of the Parent Shares; (iii) in the event of an underwritten public offering of the Parent Shares, enter into and perform its obligations under an underwriting agreement, in usual and customary form reasonably acceptable to the Buyer Parent, with the managing underwriter of such offering; (iv) notify the Seller and Xxxxxx Xxxxxx immediately after becoming aware of the occurrence of any event as a result of which the prospectus included in the Registration Statement, as then in effect, contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and as promptly as practicable prepare and file with the SEC and furnish to the Seller and the Wesana Parent a reasonable number of copies of a supplement or an amendment to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (v) use all commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify the Seller and the Wesana Parent of the issuance of such order and the resolution thereof; (vi) furnish to the Seller and the Wesana Parent, on the date that the Company shall not exclude Registration Statement, and any Registrable Securities unless successor registration statement, becomes effective, (x) written notice confirming such effectiveness and, to the Company has first excluded all outstanding securitiesknowledge of such counsel, the holders absence of which are not contractually entitled to inclusion any stop order, and (y) in the case of an underwriting, a copy of an opinion, dated such securities date, of outside counsel, in such registration statement or are not contractually entitled form and substance as is required to pro rata inclusion be given to the underwriters; and (vii) permit counsel for the Seller and the Wesana Parent, upon the request, to review the Registration Statement and all amendments and supplements thereto, and any comments made by the staff of the SEC concerning the Seller and/or the Wesana Parent and the Buyer Parent’s responses thereto, within a reasonable period of time prior to the filing thereof with the Registrable Securities. Notwithstanding the foregoing sentenceSEC (or, in the case of comments made by the staff of the SEC, within a reasonable period of time (but no longer than 1 week) following the receipt thereof by the Buyer Parent). (c) In connection with the registration of the Parent Shares pursuant to a Registration Statement, the Seller and Wesana Parent shall: (i) timely furnish to the Buyer Parent in writing such information regarding itself and the intended method of disposition of such Parent Shares as the Buyer Parent shall reasonably request in order to effect the registration thereof; (ii) upon receipt of any notice from the Buyer Parent of the happening of any event of the kind described in Section 5.10(b)(iv) or Section 5.10(b)(v), immediately discontinue any sale or other disposition of such Parent Shares pursuant to such Registration Statement until the filing of an amendment or supplement as described in Section 5.10(b)(iv) or withdrawal of the stop order referred to in Section 5.10(b)(v), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents; (iii) in the event of an underwritten offering of such Parent Shares in which the Seller or Wesana Parent participates, enter into a customary and reasonable underwriting agreement and execute such other documents as the Buyer Parent and the managing underwriter for such offering may reasonably request; (iv) to the extent required by applicable law, deliver a prospectus to the purchaser of such Parent Shares; (v) notify the Buyer Parent when it has sold all of the Parent Shares held by it and, upon the Buyer Parent’s request (which may occur no more frequently than four (4) times during any twelve month period), notify the Buyer Parent as to the number of Parent Shares held by such the Seller and Xxxxxx Xxxxxx as of a recent date; and (vi) notify the Buyer Parent in the event that any information supplied by the Company Seller or Wesana Parent in writing for its own account, no securities proposed inclusion in such Registration Statement or related prospectus is untrue or omits to state a material fact required to be included by stated therein or necessary to make such information not misleading in light of the Company circumstances then existing; immediately discontinue any sale or other disposition of such Parent Shares pursuant to such Registration Statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and use commercially reasonable efforts to assist the Buyer Parent as may be appropriate to make such underwritten offering amendment or supplement effective for such purpose. (d) The Buyer Parent shall be cutback. If an offering bear all expenses in connection with which the Purchaser is entitled any such registration pursuant to registration under this Section 3.01 is an underwritten offering5.10, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter whether or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in not a form and substance reasonably satisfactory to the Company and the underwriter or underwritersRegistration Statement becomes effective.

Piggy-Back Registration Rights. Notwithstanding anything to The Parties acknowledge and agree the contrary herein or in Shares underlying the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto Warrants (the “Warrant Shares”) shall have Piggy-Back Registration Rights Agreement”rights, as defined herein this Section 1(b). Pursuant to the Piggy-Back registration rights, granted herein, if Buyer proposes to register any of its authorized, but unissued Shares (except: (i) pursuant to a Form S-8 registration statement; (i) pursuant to a registration statement filed to register shares previously issued; or a registration statement filed to register shares underlying warrants or convertible debt), the Securities (including any shares of Common Stock issuable upon exercise or conversion it will give prompt written notice to each of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933Sellers, as amended the holder of the Warrants, of its intention to effect such Registration (the “Securities ActIncidental Registration”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within . Within ten (10) business days after receipt of receiving such noticewritten notice of an Incidental Registration, each of the Sellers may make a written request (the “Piggy-Back Request”) that Buyer include in the proposed Incidental Registration all or a portion of the Warrant Shares owned by the requesting Seller. In the event of a Piggy-Back Request, Buyer will use all commercially reasonable efforts to include in any Incidental Registration, the Purchaser shall Warrant Shares which Buyer has been requested to register pursuant to any timely Piggy-Back Request by Seller(s), to the extent required to permit the disposition of the Warrant Shares, so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it ; however, Buyer shall not be entitled obligated to effect a registration pursuant to Seller(s) Piggy-Back Request, if Bxxx discontinues the related Incidental Registration at any time prior to the inclusion effective date of its Registrable Securities unless it has returned such questionnaire to the Companyany Incidental Registration filing statement, filed in connection therewith. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Company Piggy-Back Registration Rights set forth herein shall not exclude any Registrable Securities unless apply to the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed initial Registration Statement to be included filed by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled Buyer pursuant to registration under this Section 3.01 is an underwritten offeringthat certain Registration Rights Agreement of even date herewith between Buyer and YA II PN, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters.Ltd.

Piggy-Back Registration Rights. Notwithstanding anything 3.1 If Company proposes to file, on its behalf, a Registration Statement under the Securities Act on Form X-0, X-0 or S-3 or similar forms available for use by small business issuers, other than pursuant to Section 2 of this Agreement or in connection with a dividend reinvestment, employee stock purchase, option or similar plan or in connection with a merger, consolidation or reorganization, Company shall give written notice to Stockholder at least ten (10) days before the filing with the Commission of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities owned by Stockholder. If Stockholder desires to include all or a portion of its Registrable Securities in such Registration Statement, it shall give written notice to Company within three (3) days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for the purpose of this Section 3, “Shares”). Company shall thereupon include in such filing the Shares, subject to priorities in registration set forth in this Agreement, and subject to its right to withdraw such filing, and shall use its best efforts to affect registration under the Securities Act of the Shares. 3.2 The right of Stockholder to have the Shares included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the contrary herein following conditions: 3.2.1 Company shall have the right to require that Stockholder agree to refrain from offering or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including selling any shares of Common Stock issuable upon exercise or conversion that it owns which are not included in any such Registration Statement in accordance with this Section 3 for any reasonable time period specified, not to exceed ninety (90) days, by any managing underwriter of the Securities) shall not be entitled offering to any registration rights except for the rights expressly set forth in this Section 3.01. which such Registration Statement relates. 3.2.2 If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”i) a registration statement relating pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and Stockholder who has requested that its own account or the account of others under the Securities Act of any Shares be registered pursuant to this Section 3 by letter of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under belief that the Securities Act) or their then equivalents relating to equity securities amount of Shares requested to be issued solely included in connection with any acquisition such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Company or a majority of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch requesting holders, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall will include in such registration statement all or any part such amount of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish securities which the Company a completed selling stockholder questionnaire is so advised can be sold in customary form and acknowledges that it shall not be entitled to (or during the inclusion of its Registrable Securities unless it has returned time of) such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offeringoffering as follows: first, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering being offered by the Company for its own account, no securities ; and second such Shares of the Stockholders which are requested to be included in such registration pro rata on the basis of the amount of such Shares so proposed to be sold and so requested to be included by such Stockholders. 3.2.3 Company shall furnish Stockholder with such number of copies of the Prospectus as Stockholder may reasonably request in order to facilitate the sale and distribution of its shares. 3.3 Notwithstanding the foregoing, Company in such underwritten its sole discretion may determine not to file the Registration Statement or proceed with the offering shall be cutback. If an offering in connection with as to which the Purchaser notice specified herein is entitled given without liability to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersStockholder.

Piggy-Back Registration Rights. Notwithstanding anything to The Company covenants and agrees with the contrary herein or Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act with respect to any class of 1933security (other than in connection with an exchange offer, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares a non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plans, unsuitable registration statement form) which becomes or which the Company believes will become effective at any time after the Initiation Date then the Company shall send to the Purchaser in each case give written notice of such determination proposed filing to the Holders of Warrants and if, within ten (10) Warrant Shares at least 30 days after receipt of before the proposed filing date and such notice, notice shall offer to such Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or any part Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Registrable Securities Warrant Shares in the Purchaser requests to be registeredmanner proposed by such Holders. The Purchaser Company shall comply with not honor any such request to furnish register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 20 days after the Company has given notice to the inclusion Holders of its Registrable Securities unless it has returned the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 50% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares ") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the event that, in connection with any underwritten public offering, distribution of all or a portion of the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Piggy-back Shares requested to 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 concurrently with the securities being registered by the Company shall be obligated to include in such registration statement only such limited portion of would materially adversely affect the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion distribution of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request; provided that no such delay shall be required as to Piggy-back Shares if any securities proposed to be included by of the Company are included in such underwritten registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post- effective amendments or separate registration statements, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed borne by the Company, offer except that underwriting commissions and sell expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Registrable Securities Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an underwritten undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such Piggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Piggy- back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering using of the same underwriter or underwriters andPiggy-back Shares, subject to unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory Section 15.1 hereof (without regard to the Company and 60 days' written request required thereby). Notwithstanding any of the underwriter or underwritersforegoing contained in this Section 15.2, the Company's obligation to offer registration rights to the Piggy-back Shares pursuant to this Section 15.2 shall terminate two (2) years after the Expiration Date.

Piggy-Back Registration Rights. Notwithstanding anything 8.1 If XStream Systems proposes to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), register its Common Stock under the Securities Act (including excluding (x) an initial public offering of the Common Stock resulting in net proceeds to XStream Systems of at least $10,000,000, (y) a registration on Form S-8 or S-4 or any shares successor or similar forms which includes substantially the same information as would be required to be included in a registration statement covering the sale of the Common Stock, or (z) a registration relating to Common Stock issuable upon exercise of employee stock options or conversion in connection with any employee benefit or similar plan of XStream Systems), whether or not for sale for its own account, XStream Systems will each such time, subject to the provisions of this Section 8, give prompt written notice to Rutgers at least twenty (20) days prior to the anticipated filing date of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account or such registration, which notice shall set forth Rutgers’ rights under this Section 8 and shall offer Rutgers 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 opportunity 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, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock held by Rutgers (the “Registrable Securities”) as Rutgers may request (a “Piggyback Registration”). Upon the written request of Rutgers made within fifteen (15) days after the receipt of notice from XStream Systems (which may request shall specify the number of Registrable Securities intended to be disposed of by Rutgers), XStream Systems will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that XStream Systems has been so requested to register by Rutgers, to the extent requisite to permit the disposition of the Registrable Securities. If, at any time, after giving written notice of its intention to register Common Stock pursuant to this paragraph and prior to the effective date of the registration statement filed in connection with such registration, XStream Systems shall determine for any reason not to pursue such registration, XStream Systems shall give written notice to Rutgers and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. 8.2 If a Piggyback Registration involves an underwritten public offering of the Common Stock, the number of shares of Registrable Securities requested to be included in such an underwriting by Rutgers may be reduced (pro rata among Rutgers, the executive officers of XStream Systems, the Founding Shareholders, and any other requesting securityholders who request registration pursuant to piggy-back registration rights or other similar rights, based upon the total number of shares so requested to be registered by such requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by XStream Systems or the holders of securities exercising demand registration rights. 8.3 It shall be a condition precedent to the obligations of XStream Systems to take any action pursuant to this Section 8 with respect to the Registrable Securities of Rutgers that Rutgers shall furnish to XStream Systems such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration statement becauseof Rutgers’ Registrable Securities. 8.4 In connection with any offering involving an underwriting of shares of Common Stock, XStream Systems shall not be required to include any of Rutgers’ Registrable Securities in such underwriter(sunderwriting unless Rutgers accepts and becomes a party to the terms of the underwriting as agreed upon between XStream Systems and the underwriters selected by XStream Systems (or such other parties as provided herein)’ judgment. 8.5 In the event any Registrable Securities are included in a registration statement under this Section 8: (a) To the extent permitted by law, marketing XStream Systems will indemnify and hold harmless Rutgers, any underwriter (as defined in the Securities Act) in a registration pursuant to this Section 8 and each person, if any, who controls Rutgers or the underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other factors dictate federal or state law, insofar as such limitation is necessary to facilitate public distributionlosses, then claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the Company shall be obligated to include following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement of a material fact contained in such registration statement only such limited portion statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation by XStream Systems of the Registrable Securities with respect Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and XStream Systems will pay to which the Purchaser has requested inclusion hereunder as Rutgers, the underwriter shall permitor controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the Company indemnity agreement contained herein shall not exclude apply to amounts paid in settlement of any Registrable Securities unless such loss, claim, damage, liability, or action if such settlement is effected without the Company has first excluded all outstanding securitiesconsent of XStream Systems (which consent shall not be unreasonably withheld), nor shall XStream Systems be liable to Rutgers, the holders underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which are not contractually entitled occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Rutgers, the underwriter or controlling person. (b) To the extent permitted by law, Rutgers will indemnify and hold harmless XStream Systems, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls XStream Systems within the meaning of the Securities Act, any underwriter for XStream Systems in a registration pursuant to inclusion of such this Section 8, any other person selling securities in such registration statement and any controlling person of any such underwriter or person, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Rutgers for use in connection with such registration; and Rutgers will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 8.5, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 8.5 shall not contractually entitled apply to pro rata inclusion amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of Rutgers, which written consent shall not be unreasonably withheld or delayed provided, further, however, in no event shall the liability of Rutgers be greater in amount than the dollar amount of the proceeds (net of all expense paid by Rutgers in connection with any claim relating to this Section 8.5(b) and the amount of any damages Rutgers has otherwise been required to pay by reason of such untrue statement or omission) received by Rutgers upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under this Section 8.5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8.5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the Registrable Securitiesreasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding if counsel to such indemnified party is reasonably of such opinion. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 8.5(c), but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8.5(c). (d) If the indemnification provided for in this Section 8.5 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. Notwithstanding the foregoing sentenceor anything contained herein to the contrary, in no event shall the case contribution obligation of an underwritten offering Rutgers be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering Rutgers in connection with which any claim relating to this Section 8.5(d) and the Purchaser is entitled amount of any damages Rutgers has otherwise been required to registration pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with any underwritten public offering as provided above are in conflict with the foregoing provisions, the provisions in the applicable underwriting agreement shall control. (f) The obligations of XStream Systems and Rutgers under this Section 3.01 is an underwritten offering, then 8.5 shall survive the Purchaser shall, unless otherwise agreed by the Company, offer and sell such completion of any offering of Registrable Securities in a registration statement under this Section 8, and otherwise. (g) In connection with an underwritten public offering using of the same underwriter Common Stock resulting in net proceeds to XStream Systems of at least $10,000,000, and upon request of XStream Systems or the underwriters andmanaging such offering of XStream Systems’ securities, subject Rutgers agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities (other than those included in the registration or those acquired in open-market acquisitions following XStream Systems’ initial public offering) without the prior written consent of XStream Systems or such underwriters, as the case may be, for such period of time prior to and after the effective date of such registration as may be requested by XStream Systems or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of such public offering. (h) The obligations described in this Section 8.5(h) shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act. (i) In order to enforce the foregoing covenants, XStream Systems may impose stop-transfer instructions with respect to the provisions securities of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory Rutgers. 8.6 With respect to the Company registration, all fees, costs and expenses of and incidental to such registration and public offering (as specified below) in connection therewith shall be borne by XStream Systems, provided, however, that Rutgers shall bear its pro rata share of the underwriter underwriting discount and commission and transfer taxes. The fees, costs and expenses of registration to be borne by XStream Systems, as provided above, shall include, without limitation, all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for XStream Systems, and all legal fees and disbursements and other expenses of complying with state securities or underwritersblue sky laws of any jurisdictions in which the securities to be offered are to be registered and qualified. Fees and disbursements of counsel and accountants for Rutgers and any other expenses incurred by Rutgers not expressly included above shall be borne by Rutgers.

Piggy-Back Registration Rights. Notwithstanding anything to (a) For a period of the contrary herein shorter of (i) one (1) year following the Closing Date, or in (ii) the Transaction Documents (as defined in date on which the Purchase Agreement)Buyer Shares become freely tradable without restriction, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (restrictive legends may be removed from the “Registration Rights Agreement”)stock certificates therefore, if Buyer proposes to file a registration statement with the Securities (including SEC respecting an Underwritten Offering of any shares of Common Stock issuable upon exercise or conversion any class of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering its equity securities for its own account or for the account of others under a holder of securities of Buyer pursuant to registration rights granted by Buyer (a "Requesting Stockholder"), Buyer shall give prompt written notice to Seller at least fifteen (15) Business Days prior to the Securities Act initial filing 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 registration statement 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, then such offering (the Company "Registration Statement"). Seller shall send to have the Purchaser written notice of such determination and ifright, within ten (10) days Business Days after receipt of such notice, the Purchaser shall so to request in writing, writing that Buyer include all or a portion of the Company Buyer Shares not held by the Escrow Agent in such Registration Statement. Buyer shall include in such registration statement Underwritten Offering all of the Buyer Shares that Seller has requested be included, unless the underwriter for such offering (in either case, the "Managing Underwriter") delivers a notice (a "Cutback Notice") pursuant to Section 7.02(b) or 7.02(c) hereof. The Managing Underwriter may deliver one or more Cutback Notices at any part time prior to the execution of the underwriting agreement for such Registrable Securities Underwritten Offering (copies of which shall be provided to Seller). (i) If the Purchaser requests proposed Underwritten Offering is an Underwritten Offering by Buyer on a primary basis (a "Primary Registration"), the provisions of this Section 7.02(b) shall be applicable if the Managing Underwriter delivers a Cutback Notice stating that, in its opinion, the number of securities to be registeredoffered for the account of Buyer ("Primary Shares"), plus the Buyer Shares that Seller has requested to be sold therein, plus the securities (the "Other Shares") that selling stockholders (other than Seller) exercising similar piggy-back registration rights with respect to such offering ("Other Selling Stockholders") propose to sell therein, exceeds the maximum number of shares specified by the Managing Underwriter in such Cutback Notice that may be distributed without having a material adverse effect on the price, timing or distribution of the Primary Shares. The Purchaser Such maximum number of shares that may be so sold, excluding the Primary Shares, are referred to as the "Includible Shares." (ii) If the Managing Underwriter delivers such Cutback Notice, Buyer shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to include all of the Primary Shares in the Underwritten Offering in priority to the inclusion of any Other Shares or Buyer Shares. The requesting Seller and Other Selling Stockholders shall then be entitled to include in such offering up to its Registrable Securities unless it has returned such questionnaire to pro rata portion of the Company. Notwithstanding the foregoingIncludible Shares, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation based on the number of shares of Common Stock which may securities requested to be included sold by Seller and the Other Selling Stockholders. No shareholder that proposes to sell Buyer Shares or Other Shares in the proposed offering may sell any such shares therein unless all Primary Shares are so included. (c) If the proposed Underwritten Offering is an Underwritten Offering pursuant to demand registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributionrights exercised by a Requesting Stockholder, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this AgreementSection 7.02(c) shall be applicable if the Managing Underwriter delivers a Cutback Notice stating that, on in its opinion, the same terms aggregate number of Primary Shares, Buyer Shares and conditions as other shares of Common Stock Other Shares requested to be included in such underwritten offering therein exceeds the maximum number of shares (the "Includible Secondary Shares") specified by the Managing Underwriter in such Cutback Notice that may be distributed without having a material adverse effect on the price, timing and shall enter into an distribution of the securities being distributed. If the Managing Underwriter delivers such Cutback Notice, Buyer will include in such registration, (i) first, the securities requested to be included therein by a Requesting Stockholder exercising demand registration rights, (ii) second, the securities requested to be included therein by Buyer, if any, and (iii) third, the requesting Seller’s and Other Selling Stockholder's pro rata portion of the Includible Secondary Shares, based on the number of securities requested to be sold by Seller and Other Selling Stockholders. As of the Closing Date, the Company has not granted demand registration rights to any Person, other than pursuant to the Registration Rights Agreements dated May 2, 2011 and May 25, 2011 where the Company agreed to register certain shares thereunder. (d) The underwriting agreement in a form for such Underwritten Offering shall provide that the requesting Seller and substance reasonably satisfactory Other Selling Stockholders shall have the right to sell its Buyer Shares and Other Shares to the Company underwriters and that the underwriter underwriters shall purchase the Buyer Shares and Other Shares at the price paid by the underwriters for the Primary Shares sold by Buyer and/or Other Shares sold by selling stockholders, as the case may be. (e) For purposes herein, “Underwritten Offering” means a registered offering in which securities are sold to one or underwritersmore underwriters on a firm commitment basis for reoffering to the public or any other offering or registration statement in which securities of Buyer are registered for the account of any stockholder of Buyer.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under after the Securities Act of 1933date hereof, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company Bay Peak shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering register for its own account or the account of others under the Securities Act (including pursuant a demand for registration of any stockholder of Bay Peak) 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 shares of common stock to be issued solely in connection with any acquisition of any entity or business or equity securities shares of common stock issuable in connection with stock option or other employee benefit plans, then the Company it shall send to Bay Peak and VCC (the Purchaser “Existing Shareholders”) written notice of such determination and ifand, if within ten twenty (1020) days after receipt of such notice, the Purchaser any Existing Shareholder shall so request in writing, the Company Bay Peak shall use its best efforts to include in such registration statement all or any part of the shares such Registrable Securities the Purchaser Existing Shareholder requests to be registered. The Purchaser shall comply with any request to furnish registered (the Company a completed selling stockholder questionnaire in customary form and acknowledges “Registrable Shares”), except that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event thatif, in connection with any underwritten a public offeringoffering of Bay Peak, the managing underwriter(s) thereof underwriter shall impose a limitation on the number of shares of Common Stock such common stock which may be included in the registration statement because, in such underwriter(s)’ its judgment, marketing or other factors dictate such limitation is necessary to facilitate effect an orderly public distribution, then the Company Bay Peak shall be obligated to include in such registration statement only such limited portion of the Registrable Securities Shares with respect to which the Purchaser such Existing Shareholder has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders on a pro rata basis. Shares of common stock which are not contractually entitled Registrable Shares shall cease to inclusion be Registrable Shares upon the consummation of any sale pursuant to a registration statement or Rule 144 under the Securities Act or once such securities shares become eligible for resale pursuant to Rule 144(k). Bay Peak will use its best efforts to keep effective any registration or qualification contemplated by this Section 6.12 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication until such time as all of the shares held by the Existing Shareholders may be sold without volume restrictions pursuant to Rule 144, in each case as determined by the counsel to Bay Peak pursuant to a written opinion letter to such effect, addressed and acceptable to Bay Peak’s transfer agent. Bay Peak will also provide each Existing Shareholder with as many copies of the prospectus contained in any such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance it may reasonably satisfactory to the Company and the underwriter or underwritersrequest.

Piggy-Back Registration Rights. Notwithstanding anything 3.1 If Company proposes to file, on its behalf, a Registration Statement under the Securities Act on Form S-0, X-0 or S-3 or similar forms available for use by small business issuers, other than pursuant to Section 2 of this Agreement or in connection with a dividend reinvestment, employee stock purchase, option or similar plan or in connection with a merger, consolidation or reorganization, Company shall give written notice to Stockholder at least ten (10) days before the filing with the Commission of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities owned by Stockholder. If Stockholder desires to include all or a portion of its Registrable Securities in such Registration Statement, it shall give written notice to Company within three (3) days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for the purpose of this Section 3, “Shares”). Company shall thereupon include in such filing the Shares, subject to priorities in registration set forth in this Agreement, and subject to its right to withdraw such filing, and shall use its best efforts to affect registration under the Securities Act of the Shares. 3.2 The right of Stockholder to have the Shares included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the contrary herein following conditions: 3.2.1 Company shall have the right to require that Stockholder agree to refrain from offering or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including selling any shares of Common Stock issuable upon exercise or conversion that it owns which are not included in any such Registration Statement in accordance with this Section 3 for any reasonable time period specified, not to exceed ninety (90) days, by any managing underwriter of the Securities) shall not be entitled offering to any registration rights except for the rights expressly set forth in this Section 3.01. which such Registration Statement relates. 3.2.2 If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”i) a registration statement relating pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and Stockholder who has requested that its own account or the account of others under the Securities Act of any Shares be registered pursuant to this Section 3 by letter of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under belief that the Securities Act) or their then equivalents relating to equity securities amount of Shares requested to be issued solely included in connection with any acquisition such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Company or a majority of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch requesting holders, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall will include in such registration statement all or any part such amount of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish securities which the Company a completed selling stockholder questionnaire is so advised can be sold in customary form and acknowledges that it shall not be entitled to (or during the inclusion of its Registrable Securities unless it has returned time of) such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offeringoffering as follows: first, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering being offered by the Company for its own account, no securities ; and second such Shares of the Stockholders which are requested to be included in such registration pro rata on the basis of the amount of such Shares so proposed to be sold and so requested to be included by such Stockholders. 3.2.3 Company shall furnish Stockholder with such number of copies of the Prospectus as Stockholder may reasonably request in order to facilitate the sale and distribution of its shares. 3.3 Notwithstanding the foregoing, Company in such underwritten its sole discretion may determine not to file the Registration Statement or proceed with the offering shall be cutback. If an offering in connection with as to which the Purchaser notice specified herein is entitled given without liability to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersStockholder.

Piggy-Back Registration Rights. Notwithstanding anything 3.1.1 If Petro proposes to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)file, including for the avoidance on its behalf and/or on behalf of doubt that certain any of its securities holders, a Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement Statement under the Securities Act of 19331993, as amended (the “"Securities Act”)") other than in connection with a dividend reinvestment, covering the shares of employee stock purchase, option or similar plan or in connection with a merger, consolidation or reorganization, Petro shall give written notice to each Investor Shareholder which acquired Petro Class A Common Stock issuable upon conversion of at its address set forth herein at least 30 days before the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file filing with the Securities and Exchange Commission ("SEC") of such Registration Statement. Each Investor Shareholder who desires to include any of its shares of Class A Common Stock in such Registration Statement shall give written notice to Petro within 20 days after the “SEC”) date of mailing of such offer, and shall deliver to Petro a letter from counsel selected by such Investor Shareholder to the effect that registration statement relating under the Securities Act is required. Petro shall thereupon include in such filing the shares of Class A Common Stock designated by such Investor Shareholder and, subject to an offering for its own account or the account of others right to withdraw such filing, shall use its best efforts to effect registration under the Securities Act of such Shares. 3.1.2 The right of the Investor Shareholders to have shares included in any Registration Statement in accordance with the provisions of its equity securities, this Section 3.1 shall be subject to the following conditions: 3.1.2.1 Petro shall have the right to require that Investor Shareholders participating in such Registration Statement agree to refrain from offering or selling (other than on Form S-4 or Form S-8 in a private sale) any shares of Common Stock that they own which are not included in any such Registration Statement in accordance with this Section 3.1 for any time period (each as promulgated under not to exceed 120 days) specified in writing by any managing underwriter of the Securities Act) or their then equivalents relating offering to equity securities which such Registration Statement relates; 3.1.2.2 If any managing underwriter of the offering to which the Registration Statement relates informs Petro in writing that the total number of shares of Common Stock requested by the Investor Shareholders to be issued solely included in connection with any acquisition the Registration Statement is sufficiently large to affect the success of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch offering adversely, then Petro will include only the Company shall send to the Purchaser written notice number of such determination and ifshares, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoingif any, in the event that, in connection with any underwritten public Registration Statement that such managing underwriter shall advise Petro will not so affect the offering, the managing underwriter(s) thereof shall impose a limitation on and reductions in the number of shares of Common Stock which may owned by the Investor Shareholders will be made proportionate to their respective percentages of ownership of shares to be included in the Registration Statement; 3.1.2.3 Petro shall furnish Investor Shareholders who have shares included in a Registration Statement pursuant to this Section 3.1 with such number of copies of the prospectus relating to the Offering (the "Prospectus") (including any preliminary prospectus or supplemental or amended prospectus) as such Investor Shareholder may reasonably request in order to facilitate the sale and distribution of its shares; and 3.1.3 Notwithstanding the foregoing, Petro in its sole discretion may determine not to file the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then proceed with the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect offering as to which the Purchaser has requested inclusion hereunder as notice specified herein is given without any liability to Investor Shareholders. 3.1.4 Each Investor Shareholder shall have the underwriter shall permit; 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 contractually entitled right to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other register shares of Common Stock included in such underwritten offering and shall enter into under this Section 3.1 on an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersunlimited number of occasions.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)If, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under after the Securities Act of 1933, as amended (Borrower registers and becomes subject to the “Securities Act”), covering the shares of Common Stock issuable upon conversion reporting requirements of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)Exchange Act, the Company shall determine Borrower proposes to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for any of its own account or the account of others securities 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 the public offering of such securities solely for cash (other than a registration on Form S-4, Form S-8 or any acquisition form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe Registrable Securities), then the Company Borrower shall send to the Purchaser promptly give each Holder written notice of such determination and if, within ten registration (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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"Piggy-Back Notice")’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Company Borrower shall not exclude have no obligation to so notify Holders with respect to any Registrable Securities unless registration subsequent to the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in registrations to occur after the issuance of this Note and shall have no obligation if such registration statement or are not contractually entitled relates to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for Borrower and the managing underwriter of the subject proposed offering expresses its own accountobjection thereto to the Borrower. Upon the written request of a Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Borrower, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser Borrower shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this AgreementSubsections 8(h) and 8(m) below, on cause to be included in the registration statement filed by the Borrower under the Securities Act all of the Registrable Securities that such Holder has requested to be registered; provided, however, that the Borrower shall have no such obligation if such registration statement relates to an underwritten offering by the Borrower and the managing underwriter of the subject offering has expressed its objection to the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement to the Borrower. To the extent that a Holder is offered the opportunity hereunder to include its Registrable Securities in a form registration statement and substance reasonably satisfactory includes any of its Registrable Securities therein, the piggy-back registration right provided hereby shall be deemed to the Company and the underwriter or underwritershave been exercised.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between a) If the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of proposes to sell Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled pursuant to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8 or a registration statement filed in connection with an offer of 1933, as amended (the “Securities Act”securities solely to existing security holders), covering or the shares Company files a registration statement to cover the sale of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit planssecurity holders, then the Company shall send in each case give written notice, not later than the date of the initial filing of such registration statement related to such offering, of such proposed offering to the Purchaser written Holders of Warrants and Warrant Shares and such notice shall offer to such Holders the opportunity to include in such offering such number of Warrants as such determination Holders may request. From and ifafter the Exercisability Date, within ten (10) Holders of Warrants may also request to include Warrant Shares in such offering. Within 20 days after receipt of such notice, the Purchaser shall so request in writingHolders of Warrants and Warrant Shares (the "Requesting Holders") shall, subject to the following sentence, have the right by notifying the Company shall in writing to require the Company to include in such the registration statement all relating to such offering such number of Warrants or any part of Warrant Shares as such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the CompanyHolder may request. Notwithstanding the foregoing, if at any time the managing underwriter or underwriters of such offering (the "Managing Underwriter") shall advise the Company in writing (and shall deliver a copy thereof to the event Warrant Agent) that, in connection its opinion, the total number or type of Warrants, Warrant Shares or other securities, as the case may be, proposed to be sold exceeds the maximum number or type of Warrants, Warrant Shares or other securities, as the case may be, which the Managing Underwriter believes may be sold without materially adversely affecting the price, timing or distribution of the offering, then the Company will be required to include, for each Requesting Holder, only that pro rata number (based on the number of Warrants or Warrant Shares requested to be included therein by all Requesting Holders) of Warrants or Warrant Shares which the Managing Underwriter believes may be sold without causing such adverse effect. The Company will have the right to postpone or withdraw any registration statement relating to any Offering described under this Section 6.04 prior to the effective date without obligation to any Requesting Holder. (b) If the Company has complied with all the obligations under Section 6.04(a), to the extent applicable, all Holders of Warrants and Warrant Shares upon request of the Managing Underwriter will be required to not sell or otherwise dispose of any Warrants or Warrant Shares owned by them for a period not to exceed 30 days prior to, or 90 days after, the consummation of any underwritten public offering. (c) The provisions of Section 6.02 and the third, the managing underwriter(s) thereof fourth and fifth sentences of Section 6.01 shall impose a limitation on the number of shares of Common Stock which may be included in the apply to any registration statement because, in such underwriter(sgoverned by Section 6.04(a)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between If the Company and proposes ------------ ------------------------------ to file a Registration Statement with the purchasers signatory thereto (the “Registration Rights Agreement”)SEC respecting an offering, the Securities (including whether primary or secondary, of any shares of Common Stock issuable upon exercise or conversion equity securities of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)Company, the Company shall determine give written notice to prepare and file with all the Securities and Exchange Commission (Holders of Warrants or Registrable Common Stock at least 30 days prior to the “SEC”) a registration statement initial filing of the Registration Statement relating to an offering for its own account or such offering. Each such Holder shall have 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and ifright, within ten (10) 20 days after receipt delivery of such notice, the Purchaser shall so to request in writing, writing that the Company include all or a portion of such Holder's Registrable Common Stock in such Registration Statement ("Piggyback Registration Rights"). The Company shall include in such registration statement the public offering all of the Registrable Common Stock that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "managing underwriter") delivers a notice (a "Cutback Notice") pursuant to Clause (b)(i) or (b) (ii) below. The managing underwriter may deliver one or more Cutback Notices at any part time prior to the execution of such Registrable Securities the Purchaser requests underwriting agreement for the public offering. (i) If the proposed public offering includes securities to be registered. The Purchaser shall comply with any request to furnish offered for the account of the Company ("Company Shares"), the provisions of this Clause (b)(i) shall be applicable if the managing underwriter delivers a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event Cutback Notice stating that, in connection with any underwritten public offeringits opinion, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which that selling stockholders propose to sell therein, whether or not such selling stockholders have the right to include shares therein (the "Other Shares"), plus the number of shares of Registrable Common Stock that the Holders have requested to be sold therein, plus the Company Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be included in distributed without adversely affecting the registration statement becauseprice, in timing or distribution of the Company Shares. Such maximum number of shares that may be so sold, excluding the Company Shares, are referred to as the "Includible Shares". If the managing underwriter delivers such underwriter(s)’ judgmentCutback Notice, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated entitled to include all of the Company Shares in the public offering and the requesting Holders shall be entitled to include in the public offering up to their pro rata portion of the Includible Shares. The number of shares of Registrable Common Stock entitled to be included in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. allocated among requesting Holders in proportion to the respective numbers of shares of Registrable Common Stock that each Holder owns or has the right to acquire. (ii) If an the proposed Initial public offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten entirely a secondary offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this AgreementClause (b)(ii) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, on in its opinion, the same terms and conditions as other aggregate number of shares of Registrable Common Stock and Other Shares proposed to be sold therein exceeds the maximum number of shares (the "Includible Secondary Shares") specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Stock being distributed. If the managing underwriter delivers such Cutback Notice, the requesting Holders shall be entitled to include in the public offering up to their pro rata portion of the Includible Secondary Shares. The number of shares of Registrable Common Stock included in such underwritten offering and Registration Statement shall enter into an underwriting agreement be allocated pro rata among Holders as described in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersClause (b) (i).

Piggy-Back Registration Rights. Notwithstanding anything (a) To the extent a Holder’s Registrable Securities have not been registered pursuant to the contrary herein or in the Transaction Documents (as defined in the Purchase AgreementSection 2.1(a), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between if (i) the Company and the purchasers signatory thereto (the “proposes to file a Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement Statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating respect 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no account or for any of the other security holders of the Company for their account (other than pursuant to Section 2.1) or (ii) equity securities proposed of the Company are to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities sold in an underwritten offering using (whether or not for the same underwriter account of the Company) (other than pursuant to Section 2.1) pursuant to an Automatic Shelf Registration Statement or underwriters anda Registration Statement covering the Registrable Securities, then the Company shall (i) give prompt written notice of such proposed filing and/or offering to all Holders if an Automatic Shelf Registration Statement is used in such offering or, if an Automatic Shelf Registration Statement is not used, those Holders with Registrable Securities included in such Registration Statement, as soon as practicable but in no event less than 10 Business Days prior to the anticipated filing date of the Registration Statement or anticipated date of pricing of such underwritten offering, which notice shall, subject to the provisions Holder agreeing in writing to keep such information confidential, describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter(s) or Agent, if any, of the offering, and (ii) offer to the Holders in such notice the opportunity to register the sale of or include in such offering, as applicable, such number of Registrable Securities as such Holders may request in writing within five Business Days following receipt of such notice (a “Piggy-Back Registration”). If at any time after giving written notice of its intention to register any Securities and prior to the effective date of the Registration Statement filed in connection with such Piggy-Back Registration or prior to the pricing of any such underwritten offering, the Company shall determine for any reason not to register or to delay registration of such Securities or to discontinue such underwritten offering, as applicable, the Company may, at its election, give written notice of such determination to each Holder and, (x) in the case of a determination not to register or to discontinue such offering, shall be relieved of its obligation to register any Registrable Securities in connection with such registration or undertake such offering, as applicable, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other Securities. The Company shall cause all of the Registrable Securities requested to be included in a non-underwritten registration pursuant to this Agreement, Section 8.2 to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering (or Agent with respect to an agented offering) to permit the inclusion of the Registrable Securities requested in such underwritten or agented offering to be so included on the same terms and conditions as other shares any similar Securities of Common Stock the Company included in such underwritten offering therein and shall use commercially reasonable efforts to cause the managing underwriter(s) to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an underwriter(s) or Agent shall (i) in connection with such distribution enter into an underwriting or agency agreement, as applicable, in reasonable and customary form with the underwriter(s) or Agent selected by the Company or the Person exercising demand registration rights, as applicable, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement in a form and substance reasonably satisfactory or agency agreement, as applicable; provided, that any such indemnities, contribution or expense reimbursement obligations shall not be more onerous to the Company Holders than those set forth under Section 4 and the underwriter or underwritersSection 5 of this Agreement.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)a) If, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not after the ------------------------------ effective date of an effective initial public offering of Common Shares pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”an "IPO"), the Company shall determine proposes to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account or the account of others register any securities 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion offering of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 whether or not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no the Company shall (i) give written notice at least fifteen business days prior to the filing thereof to each Holder of Registrable Securities, specifying the approximate date on which the Company proposes to file such Registration Statement and the intended method of distribution in connection therewith, and advising such Holder of such Holder's right to have any or all of the Registrable Securities then held by such Holder included among the securities to be covered thereby and (ii) at the written request of any such Holder given to the Company at least two business days prior to the proposed filing date, include among the securities covered by such Registration Statement the number of Registrable Securities that such Holder shall have requested be so included. Subject to reduction in accordance with paragraph (b) of this Section 3, the Company shall cause the Registration Statement to include the Registrable Securities requested to be included in the Registration Statement. (b) If the lead managing underwriter of an underwritten offering made pursuant to this Section 3(a) shall advise the Company in writing (with a copy to the Holders of Registrable Securities participating in such offering) that, in its opinion, the number of Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Company, the Company will reduce the Registrable Securities to be included in such offering to the number which the Company is so advised can be sold in such offering within such price range. Any such reduction shall be on a pro rata basis based on the total number of Registrable Securities to be included in such Registration Statement by the Company and stockholders of the Company, including Holders of Registable Securities. (c) Nothing in this Section 3 shall create any liability on the part of the Company to the Holders of Registrable Securities if the Company for any reason should decide not to file a Registration Statement proposed to be included filed under Section 3(a) 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 issuance by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled of any notice hereunder or otherwise. (d) A request by Holders to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such include Registrable Securities in an underwritten a proposed offering using the same underwriter or underwriters and, subject pursuant to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and Section 3(a) shall enter into an underwriting agreement in not be deemed to be a form and substance reasonably satisfactory request for a demand registration pursuant to the Company and the underwriter or underwritersSection 4.

Piggy-Back Registration Rights. Notwithstanding anything (a) Whenever the Company shall propose to file a Registration Statement under the Securities Act relating to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement)public offering of Common Stock for sale for cash for its own account, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company shall give written notice to the Holders at least fifteen (15) Business Days prior to the anticipated filing thereof, specifying the approximate date on which the Company proposes to file such Registration Statement and the purchasers signatory thereto intended method of distribution in connection therewith, and advising the Holders of the Holders’ rights to have any or all of the Registrable Securities then Beneficially Owned by the Holders included among the securities to be covered by such Registration Statement (the “Registration Rights AgreementPiggy-Back Rights”)) and the Holders’ rights, until such time as the Securities Holders Beneficially Own less than fifty percent (including any 50%) of the issued and outstanding shares of Common Stock issuable upon exercise in the aggregate, to have any or conversion all of the Securities) Registrable Securities then held by the Holders included among the securities to be covered by such Registration Statement such that the Holders shall not be entitled to any registration rights except for receive, at their option, up to fifty percent (50%) of the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under proceeds from the Securities Act sale of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of to the Preferred Shares or exercise of the Warrant public (the “Registrable SecuritiesShare-Rights”). (b) Subject to Section 3(c) and Section 3(d) hereof in the event that the Holders have and shall elect to utilize Piggy-Back Rights, the Company shall determine to prepare and file with include in the Registration Statement the Registrable Securities and Exchange Commission identified by the Holders in a written request (the “SECPiggy- Back Request”) given to the Company not later than ten (10) Business Days prior to the proposed filing date of the Registration Statement. The Registrable Securities identified in the Piggy-Back Request shall be included in the Registration Statement on the same terms and conditions as the other shares of Common Stock included in the Registration Statement. (c) Notwithstanding anything in this Agreement to the contrary, the Holders shall not have Piggy-Back Rights with respect to (i) a 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 Registration Statement on Form S-4 or Form S-8 or Form S-3 (each as promulgated under the Securities Actwith respect to dividend reinvestment plans and similar plans) or their then equivalents relating to equity securities to be issued solely any successor forms thereto, (ii) a Registration Statement filed in connection with any acquisition an exchange offer or an offering of any entity securities solely to existing stockholders or business or equity securities issuable employees of the Company, (iii) a Registration Statement filed in connection with stock option or other employee benefit plans, then an offering by the Company shall send to the Purchaser written notice of such determination and ifsecurities convertible into or exchangeable for Common Stock, within ten (10iv) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, Registration Statement filed in connection with any underwritten public offeringthe redistribution of shares of Common Stock held by the Holders in excess of the Ownership Limit pursuant to Article V of the Voting Trust and Divestiture Agreement, or (v) a Registration Statement filed in connection with a private placement of securities of the Company (whether for cash or in connection with an acquisition by the Company or one of its subsidiaries). (d) If the lead managing underwriter(s) thereof shall impose underwriter selected by the Company for an Underwritten Offering for which Piggy-Back Rights are requested determines that marketing or other factors require a limitation on the number of shares of Common Stock which may to be offered and sold in such offering, then (i) such underwriter shall provide written notice thereof to each of the Company and the Holders, and (ii) there shall be included in the registration statement becauseoffering, first, all shares of Common Stock proposed by the Company to be sold for its account (or such lesser amount as shall equal the maximum number determined by the lead managing underwriter as aforesaid) and, second, only that number of Registrable Securities requested to be included in such underwriter(s)’ judgmentRegistration Statement by the Holders that such lead managing underwriter reasonably and in good faith believes will not substantially interfere with (including, marketing or other factors dictate such limitation is necessary to facilitate public distributionwithout limitation, then adversely affect the Company shall be obligated to include in such registration statement only such limited portion pricing of) the offering of all the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, shares of Common Stock that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled desires to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company sell for its own account. (e) Nothing contained in this Section 3 shall create any liability on the part of the Company to the Holders if the Company for any reason should decide not to file a Registration Statement for which Piggy-Back Rights or Share-Rights are available or to withdraw such Registration Statement subsequent to its filing, no securities proposed to be included regardless of any action whatsoever that the Holders may have taken, whether as a result of the issuance by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed of any notice hereunder or otherwise. (f) A request made by the Company, offer and sell such Holders pursuant to their Piggy-Back Rights or Share- Rights to include Registrable Securities in an underwritten offering using the same underwriter a Registration Statement shall not be deemed a Demand Registration described in Section 2(d)(i) or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersSection 2(d)(ii) hereof.

Piggy-Back Registration Rights. Notwithstanding anything to (a) During the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights AgreementPeriod, dated February 6, 2013, by and between if the Company and the purchasers signatory thereto shall propose to file a Registration Statement (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securitiesother than an Excluded Registration) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act relating to the offering of 1933, as amended Common Stock for the Company’s own account or for the account of any holder or holders of Common Stock (the “Initiating Holder”) and on a registration form and in a manner that would permit the registration of Registrable Shares for sale to the public under the Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine (i) give written notice at least 15 days prior to prepare the filing thereof to each Holder, specifying the approximate date on which the Company proposes to file such Registration Statement and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account or the account of others under the Securities Act of any advising such Holder of its equity securities, other than on Form S-4 right to have any or Form S-8 (each as promulgated under all of the Securities Act) or their then equivalents relating to equity Registrable Shares of such Holder included among the securities to be issued solely in connection with any acquisition covered thereby, and (ii) at the written request of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then such Holder given to the Company shall send within 10 days after the Company’s delivery of written notice to the Purchaser written notice of Holders, include among the securities covered by such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on Registration Statement the number of shares of Common Stock Registrable Shares which may such Holder (a “Requesting Holder”) shall have requested be so included (subject, however, to reduction in the registration statement because, in such underwriter(saccordance with Section 4(b)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit); provided, however, that the Company shall not exclude be required to take any Registrable Securities unless action pursuant to this Section 4(a) if the Company has first excluded all outstanding securities, shall at the holders time have effective a Shelf Registration Statement or is eligible to file a Shelf Registration Statement pursuant to which such Requesting Holders could effect the disposition of which are not contractually entitled such Holders’ Registrable Shares in the manner requested. (b) Each Holder wishing to participate in an offering pursuant to Section 4(a) may include Registrable Shares in any Registration Statement relating to an offering pursuant to Section 4(a) only to the extent that the inclusion of such securities in such registration statement or are Registrable Shares shall not contractually entitled reduce the number of shares of Common Stock to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering be offered and sold by the Company or any Initiating Holder pursuant thereto. If the lead managing underwriter for an Underwritten Offering pursuant to Section 4(a) determines that marketing factors require a limitation on the number of Registrable Shares to be offered and sold by Requesting Holders in such offering, there shall be included in such offering only that number of Registrable Shares, if any, that such lead managing underwriter reasonably believes will not adversely affect the offering of all of the shares of Common Stock that the Company wishes to sell for its own account or that any Initiating Holder wishes to sell for its own account. In such event, or otherwise in connection with any offering other than an Underwritten Offering in which the inclusion of Registrable Shares could adversely affect the offering of all of the shares of Common Stock that the Company or the Initiating Holder wishes to sell for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed as reasonably determined by the Company, offer the securities to be included in such offering shall consist of (i) first, the securities the Company or the Initiating Holder, as the case may be, proposes to sell, (ii) second, the number, if any, of Registrable Shares that are requested to be included in such registration that, (a) in an Underwritten Offering, in the opinion of the lead managing underwriter of such Underwritten Offering, can be sold without adversely affecting the offering of all of the securities that the Company and any Initiating Holder wish to sell for their own account, or (b) in an offering other than an Underwritten Offering, can be sold without adversely affecting the offering of all of the securities that the Company and any Initiating Holder wish to sell for their own account, as reasonably determined by the Company, such number of Registrable Shares to be allocated on a pro rata basis among the Holders who have requested that their Registrable Shares be so included based on the number of Registrable Shares that each Holder thereof has requested to be so included, and (iii) third, any other securities of the Company that are subject to registration rights with respect to such registration. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such Registration Statement whether or not any Holder has elected to include Registrable Securities in an underwritten offering using such Registration Statement. Nothing in this Section 4 shall create any liability on the same underwriter part of the Company to any Holder if for any reason the Company shall decide not to file, or underwriters andto delay the filing of, subject a Registration Statement proposed to be filed under Section 4(a) 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 issuance by the Company of any notice hereunder or otherwise, provided, however, that the Company shall not be relieved of its obligation hereunder to pay the Registration Expenses in connection with any such filing or proposed filing other than any fees and disbursements of counsel to the provisions Holders which shall be the sole obligation of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersHolders.

Piggy-Back Registration Rights. Notwithstanding anything 3.1 If Company proposes to file, on its behalf, a Registration Statement under the Securities Act on Form X-0, X-0 or S-3 or similar forms available for use by small business issuers, other than pursuant to Section 2 of this Agreement or in connection with a dividend reinvestment, employee stock purchase, option or similar plan or in connection with a merger, consolidation or reorganization, Company shall give written notice to Stockholder at least ten (10) days before the filing with the Commission of such Registration Statement. Such notice shall offer to include in such filing all or a portion of the Registrable Securities owned by Stockholder. If Stockholder desires to include all or a portion of its Registrable Securities in such Registration Statement, it shall give written notice to Company within three (3) days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for the purpose of this Section 3, "Shares"). Company shall thereupon include in such filing the Shares, subject to priorities in registration set forth in this Agreement, and subject to its right to withdraw such filing, and shall use its best efforts to affect registration under the Securities Act of the Shares. 3.2 The right of Stockholder to have the Shares included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the contrary herein following conditions: 3.2.1 Company shall have the right to require that Stockholder agree to refrain from offering or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including selling any shares of Common Stock issuable upon exercise or conversion that it owns which are not included in any such Registration Statement in accordance with this Section 3 for any reasonable time period specified, not to exceed ninety (90) days, by any managing underwriter of the Securities) shall not be entitled offering to any registration rights except for the rights expressly set forth in this Section 3.01. which such Registration Statement relates. 3.2.2 If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”i) a registration statement relating pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and Stockholder who has requested that its own account or the account of others under the Securities Act of any Shares be registered pursuant to this Section 3 by letter of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under belief that the Securities Act) or their then equivalents relating to equity securities amount of Shares requested to be issued solely included in connection with any acquisition such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the Company or a majority of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch requesting holders, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall will include in such registration statement all or any part such amount of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish securities which the Company a completed selling stockholder questionnaire is so advised can be sold in customary form and acknowledges that it shall not be entitled to (or during the inclusion of its Registrable Securities unless it has returned time of) such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offeringoffering as follows: first, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering being offered by the Company for its own account, no securities ; and second such Shares of the Stockholders which are requested to be included in such registration pro rata on the basis of the amount of such Shares so proposed to be sold and so requested to be included by such Stockholders. 3.2.3 Company shall furnish Stockholder with such number of copies of the Prospectus as Stockholder may reasonably request in order to facilitate the sale and distribution of its shares. 3.3 Notwithstanding the foregoing, Company in such underwritten its sole discretion may determine not to file the Registration Statement or proceed with the offering shall be cutback. If an offering in connection with as to which the Purchaser notice specified herein is entitled given without liability to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersStockholder.

Piggy-Back Registration Rights. Notwithstanding anything to (a) At any time on or after the contrary herein or in expiration of the Transaction Documents (as defined in the Purchase Agreement)Rights Offering Period, including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between whenever the Company and the purchasers signatory thereto (the “shall propose to file a Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement Statement under the Securities Act relating to the public offering of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)securities for sale for cash, the Company shall determine give written notice to prepare the Holders as promptly as practicable, but in no event less than fifteen (15) days prior to the anticipated filing thereof, specifying the approximate date on which the Company proposes to file such Registration Statement and file with the intended method of distribution in connection therewith, and advising Holders of their right to have any or all of the Registrable Securities and Exchange Commission then Beneficially Owned by them included among the securities to be covered by such Registration Statement (the “SEC”"Piggy-Back Rights"). (b) Subject to Section 3(c) and Section 3(d) hereof, in the event that Holders have and shall elect to utilize their Piggy-Back Rights, the Company shall include in the Registration Statement the Registrable Securities identified by the Holders in a written request (a "Piggy-Back Request") given to the Company not later than ten (10) Business Days prior to the proposed filing date of the Registration Statement. The Registrable Securities identified in a Piggy-Back Request shall be included in the Registration Statement on the same terms and conditions as the other securities included in the Registration Statement. (c) Notwithstanding anything in this Agreement to the contrary, Holders shall not have Piggy-Back Rights with respect to (i) a 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 Registration Statement on Form S-4 or Form S-8 or Form S-3 (each as promulgated under the Securities Actwith respect to dividend reinvestment plans and similar plans) or their then equivalents relating to equity securities to be issued solely any successor forms thereto or (ii) a Registration Statement filed in connection with any acquisition an exchange offer or an offering of any entity or business or equity securities issuable solely to employees of the Company. (d) If the lead managing underwriters selected by the Company for an Underwritten Offering for which Piggy-Back Rights are requested shall advise the Company in connection with stock option writing that marketing or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose factors require a limitation on the number of shares of Common Stock securities which may can be sold in such offering within a price range acceptable to the Company, then, (i) such underwriters shall provide written notice thereof to the Holders and (ii) there shall be included in the registration statement becauseoffering, in such underwriter(s)’ judgment(A) first, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering proposed by the Company to be sold for its own accountaccount (or such lesser amount as shall equal the maximum number determined by the lead managing underwriters as aforesaid); (B) second, no all Registrable Securities requested to be included in such Registration Statement by Holders, or such lesser number as shall equal, together with the amount referred to in (A), the maximum number determined by the lead managing underwriters as aforesaid; and (C) third, only that number of securities proposed requested to be included by any Other Rights Holders that such lead managing underwriters reasonably and in good faith believe will not substantially interfere with (including, without limitation, adversely affecting the pricing of) the offering of all the securities that the Company desires to sell for its own account and all the Registrable Securities that the Holders desire to sell for their own accounts. (e) Nothing contained in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering3 shall create any liability on the part of the Company to the Holders if the Company for any reason should decide not to file a Registration Statement for which Piggy-Back Rights are available or to withdraw such Registration Statement subsequent to its filing, then regardless of any action whatsoever Holders may have taken, whether as a result of the Purchaser shall, unless otherwise agreed issuance by the Company, offer and sell such Company of any notice hereunder or otherwise. (f) A request made by Holders pursuant to their Piggy-Back Rights to include Registrable Securities in an underwritten offering using a Registration Statement shall not be deemed to be a Demand Registration described in the same underwriter last sentence of Section 2(a), Section 2(c)(i) or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters2(c)(iv) hereof.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance a) shareholder of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled offers securities for sale pursuant to any such registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”statement), the Company shall determine give prompt written notice to prepare all the Holders of Warrants and file with Warrant Shares, at least 30 days prior to the Securities and Exchange Commission (initial filing of the “SEC”) a registration statement relating to an such offering for its own account or (the account of others under "Registration Statement"). Each such Holder shall have 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and ifright, within ten (10) 20 days after receipt delivery of such notice, the Purchaser shall so to request in writingwriting that the Company include all or a portion of such Holder's Warrant Shares in each case to the extent that such Preferred Stock (or other securities) would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, in such Registration Statement ("Piggy-back Registration Rights"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "managing underwriter") delivers a notice (a "Cutback Notice") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering includes both securities to be offered for the account of the Company ("Company Shares") and shares to be sold by shareholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of shares (other than Warrant Shares to be sold by the Holders) that selling shareholders propose to sell therein, whether or not such selling shareholders have the right to include shares therein (the "Other Shares"), plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Shares, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Company Shares. Such maximum number of shares that may be so sold, excluding the Company Shares, are referred to as the "Includible Shares." If the managing underwriter delivers such Cutback Notice, the Company shall be entitled to include all of the Company Shares in the public offering and each requesting Holder shall be entitled to include in such registration statement all or any part the public offering up to its pro rata portion of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire Includible Shares and in customary form and acknowledges that it shall not be entitled priority to the inclusion of its Registrable Securities unless it has returned any Other Shares that are proposed to be sold in such questionnaire public offering. No shareholder that proposes to the Company. Notwithstanding the foregoing, sell Other Shares in the event proposed initial public offering may sell any such shares therein unless all Warrant Shares requested by the Holders to be sold therein are so included. (c) If a proposed public offering is entirely a secondary offering, the provisions of this Section 2(c) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in connection with any underwritten public offeringits opinion, the managing underwriter(s) thereof shall impose a limitation on aggregate number of Warrant Shares and Other Shares proposed to be sold therein exceeds the maximum number of shares of Common Stock which (the "Includible Secondary Shares") specified by the managing underwriter in such Cutback Notice that may be included in distributed without adversely affecting the registration statement becauseprice, in timing or distribution of the shares being distributed. If the managing underwriter delivers such underwriter(s)’ judgmentCutback Notice, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company each 6 5 requesting Holder shall be obligated entitled to include in such registration statement only such limited the public offering up to its pro rata portion of the Registrable Securities with respect Includible Secondary Shares and in priority to which the Purchaser has inclusion of any Other Shares that are proposed to be sold in such public offering. No shareholder that proposes to sell Other Shares in such public offering may sell any such shares therein unless all Warrant Shares requested inclusion hereunder by the Holders to be sold therein are so included. (d) The underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares (other than Warrant Shares excluded from such public offering pursuant to a Cutback Notice and the terms of Sections 2(b) and 2(c)) to the underwriters and that the underwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Preferred Stock (or other securities) sold by the Company and/or other selling shareholders, as the underwriter shall permit; providedcase may be, 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, (less in the case of an underwritten offering by unexercised Warrants, the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersexercise price).

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between a) If the Company and proposes to file a Registration Statement with the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including Commission respecting an offering of any shares of Common Stock (or other securities) issuable upon exercise or conversion of the SecuritiesWarrants (other than (i) shall not be entitled to an offering registered solely on Form S-4 or S-8 or any registration rights except for successor form thereto and (ii) the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act initial public offering of 1933, as amended (the “Securities Act”), covering the shares of Common Stock (or other securities) issuable upon conversion of the Preferred Shares or exercise of the Warrant (Warrants if no shareholder of the “Registrable Securities”Company participates therein), the Company shall determine give prompt written notice to prepare and file with all the Securities and Exchange Commission (Holders of Warrants or Common Shares or such other securities received upon exercise thereof at least 30 days prior to the “SEC”) a initial filing of the registration statement relating to an such offering for its own account or (the account of others under "Registration Statement"). Each such Holder shall have 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 stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and ifright, within ten (10) 20 days after receipt delivery of such notice, the Purchaser shall so to request in writingwriting that the Company include all or a portion of such of the Warrant Shares in such Registration Statement ("Piggy-back Registration Rights"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "Managing Underwriter") delivers a notice (a "Cutback Notice") pursuant to Section 2(b) or 2(c) hereof. The Managing Underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering. (b) If a proposed public offering (i) includes both securities to be offered for the account of the Company ("Company Shares") and shares to be sold by shareholders and (ii) Company Shares have a priority over the inclusion of any Other Shares (as defined below) in such public offering, the provisions of this Section 2(b) shall be applicable if the Managing Underwriter delivers a Cutback Notice stating that, in its opinion, the number of Common Shares that selling shareholders propose to sell therein, whether or not such selling shareholders have the right to include shares therein (the "Other Shares"), plus the number of Warrant Shares that the Holders have requested to be sold therein, plus the Company Shares, exceeds the maximum number of shares specified by the Managing Underwriter in such Cutback Notice which can be sold in an orderly manner in such offering within a price range acceptable to the Company (or to the holders of Other Shares initially requesting registration if the offering is being effected pursuant to a "demand" registration). Such maximum number of shares that may be so sold, excluding the Company Shares, are referred to as the "Includible Shares." If the Managing Underwriter delivers such Cutback Notice, the Company shall include in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to include all of the Company Shares in the public offering and each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Shares on a pro rata basis with the holders of any Other Shares that are proposed to be sold in such public offering. (c) If a proposed public offering is (i) entirely a secondary offering or (ii) shares to be sold by selling shareholders in such public offering have a priority over the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoingany Company Shares therein, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this AgreementSection 2(c) shall be applicable if the Managing Underwriter delivers a Cutback Notice stating that, on in its opinion, the same terms aggregate number of Warrant Shares and conditions as other Other Shares proposed to be sold therein exceeds the maximum number of shares of Common Stock included (the "Includible Secondary Shares") specified by the Managing Underwriter in such underwritten Cutback Notice which can be sold in an orderly manner in such offering and shall enter into an underwriting agreement in within a form and substance reasonably satisfactory price range acceptable to the Company (or to the holders of Other Shares initially requesting registration if the offering is being effected pursuant to a "demand" registration). If the Managing Underwriter delivers such Cutback Notice, each requesting Holder shall be entitled to include in the public offering up to its pro rata portion of the Includible Secondary Shares on a pro rata basis with the holders of any Other Shares that are proposed to be sold in such public offering. (d) Subject to the foregoing, the underwriting agreement for such public offering shall provide that each requesting Holder shall have the right to sell its Warrant Shares to the underwriters and that the underwriter or underwritersunderwriters shall purchase the Warrant Shares at the price paid by the underwriters for the Common Shares sold by the Company and/or selling shareholders, as the case may be.

Piggy-Back Registration Rights. Notwithstanding anything (a) Following the expiry of the Lock Up Period, if the Company proposes to make a Distribution, other than by way of a Bought Deal, the contrary herein or Company will give the Investor no less than five Business Days' prior written notice of the proposed Distribution, including proposed pricing, if known. Upon the written request of the Investor given within three Business Days after receipt of the notice of the proposed Distribution from the Company, subject to Section 5.2(c), the Company will use commercially reasonable efforts to, in conjunction with the proposed Distribution, cause to be qualified in such offering the applicable number of Common Shares of the Investor in accordance with the procedures set forth in Schedule A to this Agreement (a "Piggy-Back Registration"), provided that the maximum number of Common Shares of the Investor to be included in the Transaction Documents (proposed Distribution shall not exceed 25% of the total Common Shares issuable under the proposed Distribution or such other number of Common Shares as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto Investor may mutually agree. (b) If the “Registration Rights Agreement”)proposed Distribution is not completed within 90 days of a notice of a Piggy-Back Registration, the Securities related notice of a Piggy-Back Registration delivered by the Investor hereunder shall be deemed to be withdrawn. (including any shares of Common Stock issuable upon exercise or conversion of c) If the Securities) shall not be entitled Company is proposing to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)undertake a Bought Deal, the Company shall determine give such notice to prepare the Investor, including anticipated pricing, as is practical in the circumstances given the speed and file with urgency under which Bought Deals are conducted. The Investor shall have one Business Day from the date the Company advises it of such proposed Bought Deal to notify the Company of the number of Qualifying Securities and Exchange Commission (that the “SEC”) a registration statement relating Investor requests to an offering for its own account or be included in such Bought Deal; unless otherwise agreed to by the account Company, such amount not to exceed 25% of others the total Common Shares issuable under the Securities Act proposed Distribution or such other number of Common Shares as the Company and the Investor may mutually agree. The Company shall use commercially reasonable efforts to include such Common Shares in any of its equity securitiesBought Deal, other than on Form S-4 and, if so included, the procedures set forth in Schedule A to this Agreement shall apply to such Distribution. (d) The underwriters or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely agents engaged in connection with any acquisition of any entity or business or equity securities issuable Distribution in connection with stock option or other employee benefit plans, then a Piggy-Back Registration shall be as mutually agreed by the Company shall send to and the Purchaser written notice of such determination and ifInvestor, within ten (10) days after receipt 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 the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permiteach acting reasonably; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by a Bought Deal the Company for may select the lead underwriter or agent. The Company will have the right to retain counsel of its own account, no securities proposed choice to be included by the Company assist it in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration fulfilling its obligations under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the 5.2. (e) The provisions of this Agreement, on Section 5.2 shall apply if at the same terms and conditions as other shares time of the proposed Distribution the Investor beneficially owns at least 10% of the Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwritersShares.

Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under after the Securities Act of 1933, as amended (date hereof until such the “Securities Act”), covering date that the shares of Mondo Common Stock issuable upon conversion may be sold pursuant to Rule 144 without volume or manner of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)sale restrictions, the Company Issuer shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 (a “Registration Statement”), 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, then the Company Issuer shall send to the Purchaser a written notice of such determination and ifto each holder of Mondo Common Stock (the “Holder”) and, if within ten (10) calendar days after receipt the date of delivery of such notice, the Purchaser any such Holder shall so request in writing, the Company Issuer shall include in such registration statement Registration Statement all or any part of such Registrable Securities the Purchaser Mondo Common Stock as the Holder requests to be registered. The Purchaser shall comply with any request registered so long as such Mondo Common Stock are proposed to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, disposed in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included same manner as those securities set forth 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 be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permitRegistration Statement; provided, however, that if the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed Mondo Common Stock requested to be included by in the Company in Registration Statement would cause an adverse effect on the success of any such underwritten offering shall be cutback. If offering, based on market conditions or otherwise (an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering“Adverse Effect”), then the Purchaser shallIssuer shall be required to include in such Registration Statement only that number of Mondo Common Stock to the extent that such inclusion shall not cause and Adverse Effect; provided, further, if such number of Mondo Common Stock is limited hereunder, any cutbacks of a Holder’s Mondo Common Stock shall be done on a pro rata basis among all Holders based on their respective number of shares to be registered hereunder. To the extent that all of the Mondo Common Stock are not included in the initial Registration Statement, the Holders shall have the right to request the inclusion of its Mondo Common Stock in subsequent Registration Statements until all such Mondo Common Stock have been registered in accordance with the terms hereof. If the offering in which the Mondo Common Stock is being included in a Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the CompanyIssuer, offer and the Holder shall sell its Mondo Common Stock in such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreementhereof, on the same terms and conditions as the other shares of Common Stock that are included in such underwritten offering offering. The Issuer shall use its best efforts to cause any Registration Statement to be declared effective by the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Mondo Common Stock subject thereto have been sold or may be sold without volume or manner of sale restrictions. All fees and expenses incident to the performance of or compliance with this Section 1.4 by the Issuer shall enter into an underwriting agreement be borne by the Issuer whether or not any Mondo Common Stock are sold pursuant to the Registration Statement. The Issuer shall indemnify and hold harmless the Holder, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included therein or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Issuer of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 1.4, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based solely upon information regarding the Holder furnished in writing to the Issuer by the Holder expressly for use therein, or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Mondo Common Stock and was reviewed and expressly approved in writing by such Holder expressly for use in a form and substance reasonably satisfactory Registration Statement, the prospectus included therein or in any amendment or supplement thereto. The rights of the Holder under this Section 1.4 shall survive until all Mondo Common Stock have been either registered under a Registration Statement or been sold pursuant to an exemption to the Company registration requirements of the Securities Act. Each Holder shall, severally and not jointly, indemnify and hold harmless the Issuer, its directors, officers, agents and employees, each Person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the underwriter directors, officers, agents or underwritersemployees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included therein, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Issuer specifically for inclusion in such Registration Statement or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Mondo Common Stock and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, the prospectus included therein or in any amendment or supplement thereto. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Mondo Common Stock giving rise to such indemnification obligation.

Piggy-Back Registration Rights. Notwithstanding anything to First covenants and agrees with the contrary herein or Noteholder, that, in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled event First proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares with respect to a firm commitment offering of Common Stock issuable upon conversion of the Preferred Shares (other than in connection with an exchange offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit planssimilar registration statements not available to register securities included), then the Company First shall send to the Purchaser in each case give written notice of such determination proposed filing to the Noteholders at least 30 days before the earlier of the anticipated or the actual effective date of the registration statement and if, within at least ten (10) days after receipt before the initial filing of such notice, registration statement and such notice shall offer to such holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which issued pursuant to this Agreement (the `Piggy-back Securities") as they may request. Those Noteholders desiring inclusion of Piggy-back Securities in such registration statement shall so inform First by written notice, given within ten days of the giving of such notice by First in accordance with the provisions of this Section 4.1. First shall permit, or shall cause the managing underwriter of a proposed offering to permit, the holders of Piggy-back Securities requested to 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 be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten proposed offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as applicable to securities of First. Notwithstanding the foregoing, if any such managing underwriter shall advise First in writing that, in its opinion, the distribution of all or a portion of the Piggy-back Securities requested to be included in the registration concurrently with the securities being registered by First would adversely affect the distribution of such securities by First for its own account, then, provided that if any other shares of Common Stock securities are included in such underwritten offering registration statement for the account of any person other than First and the holders of Piggy-back Securities, such securities, including the Piggy-back Securities, so included shall enter into an underwriting agreement be apportioned among holders who wish to be included therein pro rata according to amounts so requested to be included by each such person. No such delay shall in a form and substance reasonably satisfactory any event impair any right granted hereunder to make subsequent requests for inclusion pursuant to the Company terms of this Agreement. All expenses of such registration shall be borne by First, except that underwriting commissions and expenses attributable to the underwriter or underwritersPiggy-back Securities and fees and distributions of counsel and other advisors (if any) to the holders requesting that the Piggy-back Securities be offered will be borne by such holders.

Piggy-Back Registration Rights. Notwithstanding anything to The Company covenants and agrees with the contrary herein or Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between event the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled proposes to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective file a registration statement under the Securities Act with respect to any class of 1933security (other than in connection with an exchange offer, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares a non-cash offer or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a 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 stock option or other employee benefit plansunsuitable registration statement form) which becomes or which the Company believes will become effective at any time after the Initiation Date, then the Company shall send to the Purchaser in each case give written notice of such determination proposed filing to the Holders of Warrants and if, within ten (10) Warrant Shares at least 30 days after receipt of before the proposed filing date and such notice, notice shall offer to such Holders the Purchaser shall so request in writing, the Company shall opportunity to include in such registration statement all or any part such number of such Registrable Securities the Purchaser requests to be registeredWarrant Shares as they may request. The Purchaser Company shall comply with not be required to honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request to furnish register any such Warrant Shares if the Company a completed selling stockholder questionnaire is not notified in customary form and acknowledges that it shall not be entitled writing of any such request pursuant to this Section 15.2 within at least 20 days after the Company has given notice to the inclusion Holders of its Registrable Securities unless it has returned the filing. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such questionnaire Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the CompanyCompany included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the event that, in connection with any underwritten public offering, distribution of all or a portion of the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may Piggy-back Shares requested to 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 concurrently with the securities being registered by the Company shall be obligated to include in such registration statement only such limited portion of would materially adversely affect the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion distribution of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggy-back Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no securities proposed to be included by the Company in such underwritten offering delay shall be cutback. If an offering in connection with which the Purchaser is entitled required as to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters.Piggy-

Piggy-Back Registration Rights. Notwithstanding anything to a) For a period of twelve (12) months following the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”)Closing Date, the Company shall determine notify the Holder in writing at least twenty (20) days prior to prepare and file with the Securities and Exchange Commission (the “SEC”) a filing of any registration statement under Securities Act, in connection with a public offering of shares of the Company’s common stock (including, but not limited to, registration statements relating to an offering for its own account or secondary offerings of securities of the account of others under the Securities Act of Company but excluding any of its equity securities, other than registration statements (i) on Form S-4 or Form S-8 (each as or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or their then equivalents relating to equity securities does not include substantially the same information as would be required to be issued solely included in connection with any acquisition a registration statement covering the resale of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send Warrant Shares) and will afford the Holder an opportunity to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or part of the Warrant Shares held by the Holder. In the event the Holder desires to include in any such registration statement all or any part of the Warrant Shares held by the Holder, the Holder shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities Warrant Shares that the Purchaser requests Holder wishes to include in such registration statement. If the Holder decides not to include all of its Warrant Shares and in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein. b) Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering or private placement advise the Company that the total amount or kind of securities that the Holder, the Company and any other persons intended to be registered. The Purchaser included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering or private placement, then the amount or kind of securities to be offered for the various parties wishing to have shares of the Company’s common stock registered shall comply with any request to furnish be included in the following order: i. if the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary Securities”): (A) first, the Primary Securities; and (B) second, the Warrant Shares requested to be included in such registration statement, together with shares of its common stock that do not constitute Warrant Shares or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary, such Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Warrant Shares and Other Securities requested to be registered by each such holder). ii. if the Company proposes to register Other Securities: (A) first, the Other Securities requested to be included in such registration by holders exercising demand registration rights; and (B) second, the Warrant Shares requested to be included in such registration, together with Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Warrant Shares and Other Securities requested to be registered by each such holder). Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a completed selling stockholder questionnaire registration statement referred to herein at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Subscriber. c) In connection with its obligation under this Section 4, the Company will (i) furnish to the Holder without charge, at least one copy of any effective registration statement and any post-effective amendments thereto, including financial statements and schedules, and, if the Holder so requests in customary writing, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) in the form filed with the SEC; and acknowledges that it shall not (ii) deliver to the Holder and the underwriters, if any, without charge, as many copies of the then effective prospectus included in the Registration Statement, as the same may be entitled amended or supplemented (including such prospectus subject to completion) (the “Prospectus”), and any amendments or supplements thereto as such persons may reasonably request. d) As a condition to the inclusion of its Registrable Securities unless it has returned such questionnaire Warrant Shares, the Holder shall furnish to the Company. Notwithstanding Company such information regarding the foregoingHolder and the distribution proposed by the Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in the Subscription Agreement. e) The Holder agrees by acquisition of the Warrant Shares that, upon receipt of any notice from the Company of the happening of any event that, in connection with any underwritten public offering, 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 distribution, then the Company shall be obligated to include in such registration statement only such limited portion good faith judgment of the Registrable Securities with respect to which Company’s Board of Directors, requires the Purchaser has requested inclusion hereunder as suspension of the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration Holder’s rights under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters.Section

Piggy-Back Registration Rights. Notwithstanding anything (a) At any ------------------------------ time after the receipt by the Holders of any Settlement Shares, Warner will send written notice to the contrary herein Holders then owning Settlement Shares and/or Warrant Shares, at least twenty (20) days prior to the filing of each and every Registration Statement filed by Warner, whether or in not pursuant to this Agreement (other than a Registration Statement covering exclusively securities under an employee option or stock purchase plan, a merger, acquisition or similar transaction) and give to such Holders the Transaction Documents (as defined in right to have included therein any Settlement Shares and/or Warrant Shares then held by the Purchase Agreement), including for Holders. Such notice must specify the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company proposed offering price and the purchasers signatory thereto plan of distribution. Warner must receive written notice from such Holders within fifteen days after the date of Warner's written notice, indicating the full name and address of each Holder desiring to have Settlement Shares and/or Warrant Shares included for sale in such Registration Statement and the number of Settlement Shares or Warrant Shares requested to be covered. (b) If the “Registration Rights Agreement”)registration of which Warner gives notice is for a registered public offering involving an underwriting, Warner shall so advise the Securities (including any shares of Common Stock issuable upon exercise or conversion Holders as a part of the Securities) shall not be entitled written notice given pursuant to any registration rights except for Section 7.2.2(a). To the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred extent Holders propose to distribute their Settlement Shares or exercise of the Warrant (the “Registrable Securities”)Shares through such underwriting, the Company shall determine to prepare and file such Holders shall, together with Warner, enter into an underwriting agreement in customary form with the Securities and Exchange Commission (managing underwriter selected for such underwriting by Warner which underwriting agreement shall also be reasonably acceptable to the “SEC”) a registration statement relating Holders. Warner shall use its reasonable best efforts to an cause the managing underwriter of such proposed underwritten offering for its own account to permit the Settlement Shares 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 Warrant Shares proposed 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, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include included in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, 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 for such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then offering on no less than the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; 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 contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same most favorable terms and conditions as any similar securities of Warner included therein. Notwithstanding any other provision of this Section 7.2.2, the Holders shall be entitled to include in the registration all of the shares which they desire to sell for their own account, and if the managing underwriter determines that general marketing conditions are such that the inclusion of Common Stock all of the shares to be sold by the Holders for their own accounts would jeopardize the sale of shares for the account of Warner, the managing underwriter may reduce the similar securities to be included in such underwritten offering and shall enter into an underwriting agreement registration for the accounts of the Holders, pro rata among the Holders whose shares are included in a form and substance reasonably satisfactory the registration, but only after the shares of Warner to be included in the Company registration for the account of persons other than Warner and the underwriter Holders are first reduced, to zero if necessary. If any Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to Warner and the managing underwriter. Any Settlement Shares or underwritersWarrant Shares excluded or withdrawn from such underwriting shall not be transferred prior to sixty (60) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.