Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. (i) In the event that, following the Effective Time, Canna Delaware proposes to file a registration statement with the SEC pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware shall promptly give each Original Holder written notice of such registration. Canna Delaware shall use all reasonable efforts to cause to be registered all of the shares of Canna Delaware Common Stock that each such Original Holder has requested to be included in such registration. (ii) Canna Delaware shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggy-Back Registration Rights. (ia) In At any time on or after the event thatdate hereof, following whenever the Effective Time, Canna Delaware proposes Company shall propose to file a registration statement with the SEC pursuant to Registration Statement under the Securities Act covering relating to the public offering of any of its stock (other than a registration relating solely securities for sale for cash, the Company shall give written notice to the issuance 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 the intended method of securities by Canna Delaware pursuant distribution in connection therewith, and advising Holders of their right to a stock option, stock purchase have any or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware shall promptly give each Original Holder written notice of such registration. Canna Delaware shall use all reasonable efforts to cause to be registered all of the Registrable Securities then Beneficially Owned by them included among the securities to be covered by such Registration Statement (the “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, provided, that, any Holder of Registrable Securities shall have the right to withdraw a Piggy-Back Request for any reason or no reason whatsoever prior to the effectiveness of the Registration Statement covering such Piggy-Back Rights. (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 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 number of shares of Canna Delaware Common Stock that each securities which can be sold in such Original Holder has 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 registration. Registration Statement by Holders, or such lesser number as shall equal, together with the amount referred to in (iiA), the maximum number determined by the lead managing underwriters as aforesaid; and (C) Canna Delaware shall have the right third, only that number of securities requested to terminate or withdraw be included by any registration initiated by it under this Section 3(f) before or after the effective date of Other Rights Holders that such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock lead managing underwriters reasonably and in such registration. good faith believe will not substantially interfere with (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing adversely affecting the pricing of) the offering of all the securities that the Company desires to sell for its own account and qualification fees, printers’ and accounting fees, fees and disbursements of counsel all the Registrable Securities that the Holders desire to sell for Canna Delaware shall be borne by Canna Delawaretheir own accounts. (ive) If a registration of which Canna Delaware gives notice under Nothing contained in this Section 3(f) is 3 shall create any liability on the part of the Company to the Holders if the Company for an underwritten offeringany 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 Canna Delaware shall so advise the Original Holders. In such event, the right regardless of any Original Holder 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 such Original Holder’s shares of Canna Delaware Common Stock Registrable Securities in such registration a Registration Statement shall not be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock deemed to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationa Demand Registration described in Section 2(d)(ii) hereof.

Piggy-Back Registration Rights. (i) In If at any time when there is not an effective registration statement covering the event thatWarrant Shares, following the Effective Time, Canna Delaware proposes Company shall determine to prepare and file with the Commission a registration statement with relating to an offering for its own account or the SEC pursuant to account of others under the Securities Act covering the public offering of any of its stock (equity securities, other than a registration 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, the Company shall send to the issuance Holder of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware shall promptly give each Original Holder this Warrant written notice of such registration. Canna Delaware determination and, if within fifteen (15) days after receipt of such notice, any such holder shall use all reasonable efforts to cause so request in writing, (which request shall specify the Warrant Shares intended to be registered all on behalf of the shares Holder), the Company will cause the registration under the Securities Act of Canna Delaware Common Stock that each such Original Holder all Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Warrant Shares so to be registered, provided that 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 registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Warrant Shares the Holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Warrant Shares, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Warrant Shares of the Holders, then the number of Warrant Shares of the Holder included in such registration statement may be reduced if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or none of the Warrant Shares shall be included in such registration. (iiregistration statement, if the Company after consultation with the underwriter(s) Canna Delaware shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and recommends the inclusion of none of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationWarrant Shares.

Piggy-Back Registration Rights. (i) In If the event that, following the Effective Time, Canna Delaware Company proposes to file a registration statement with the SEC pursuant to under the Securities Act covering the with respect to an initial public offering by the Company that includes all or any portion of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock optionRipplewood Shareholder's Shares, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware then the Company shall promptly give each Original Holder written notice of such registrationproposed filing to the PRIMEDIA Shareholder at least 10 days before the filing date, and such notice shall offer the PRIMEDIA Shareholder the opportunity to register such number of Shares as the PRIMEDIA Shareholder may request up to a proportionate amount of the PRIMEDIA Shareholder's Shares. Canna Delaware If such offer is accepted by written notice to the Company from the PRIMEDIA Shareholder within 5 days of the giving of the written notice provided for in the preceding sentence, the Company shall use all reasonable its best efforts to cause the managing underwriter or underwriters thereof to permit the Shares the PRIMEDIA Shareholder requested to be registered all included in such offering to be included in such offering on the same terms and conditions as the corresponding Shares of the Ripplewood Shareholder included therein; PROVIDED that (i) if, at any time after giving written notice of its intention to register any Shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such determination to the PRIMEDIA Shareholder and thereupon shall be relieved of its obligation to register any Shares in connection with such registration and (ii) the PRIMEDIA Shareholder must sell its Shares to underwriters who shall have been selected by the Company on the same terms and conditions as apply to the Ripplewood Shareholder. The PRIMEDIA Shareholder may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw its request and not to have its Shares registered in connection with such registration. If the managing underwriter or underwriters advise the Company in writing that, in their opinion, (i) the number of Shares which the PRIMEDIA Shareholder intends to include in such registration exceeds the largest number of such Shares which can be sold in such offering without having an adverse effect on such offering (including, but not limited to, the price at which such Shares can be sold) or (ii) the inclusion of the Shares in such registration would have an adverse effect on such offering, then the Company will include in such registration (A) first, 100% of the Shares proposed to be sold by the Company and any other shareholder whose shares the Company is obligated to include in such registration in priority to the Ripplewood Shareholder and the PRIMEDIA Shareholder and (B) second, to the extent that the number of Canna Delaware Common Stock that each Shares requested to be included in such Original Holder has registration can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above, the number of Shares which the Ripplewood Shareholder and the PRIMEDIA Shareholder have requested to be included in such registration. (ii) Canna Delaware , such amount to be allocated pro rata among the Ripplewood Shareholder and the PRIMEDIA Shareholder on the basis of the relative number of Shares the Ripplewood Shareholder and the PRIMEDIA Shareholder have requested for registration. The Company may require the PRIMEDIA Shareholder to furnish the Company with such information regarding the PRIMEDIA Shareholder and pertinent to the disclosure requirements relating to the registration and distribution of the PRIMEDIA Shareholder's Shares as the Company may from time to time reasonably request in writing. The Company shall have the right pay all Registration Expenses in connection with registration of Shares subject to terminate or withdraw any registration initiated by it under this Section 3(f2.01(g). The PRIMEDIA Shareholder shall pay all (x) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes taxes, if any, (y) internal administrative and feessimilar costs of the PRIMEDIA Shareholder and (z) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware. (iv) If the PRIMEDIA Shareholder, in each case relating to the registration, sale or disposition of the PRIMEDIA Shareholder's Shares pursuant to a registration of which Canna Delaware gives notice under statement effected pursuant to this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration2.01(g).

Piggy-Back Registration Rights. (i) In the event that, following the Effective Time, Canna Delaware GDHC proposes to file a registration statement with the SEC pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware GDHC pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act an SEC Rule 145 transaction), Canna Delaware GDHC shall promptly give each Original Holder written notice of such registration. Canna Delaware GDHC shall use all reasonable efforts to cause to be registered all of the shares of Canna Delaware GDHC Common Stock that each such Original Holder has requested to be included in such registration. Notwithstanding any other provision of this Agreement and regardless of the registration of any shares of GDHC Common Stock, the shares of GDHC Common Stock will continue to be subject the lock up provisions specified in Section 2(f). (ii) Canna Delaware GDHC shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f2(f) before or after the effective date of such registration, regardless of whether or not any Original Holder has elected to include shares of Canna Delaware GDHC Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(fSections 2(f) including, without limitation, registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for Canna Delaware GDHC shall be borne by Canna DelawareGDHC. (iv) If a registration of which Canna Delaware GDHC gives notice under this Section 3(f2(f) is for an underwritten offering, then Canna Delaware GDHC shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s 's shares of Canna Delaware GDHC Common Stock in such registration shall be conditioned upon such Original Holder’s 's participation in such underwriting and the inclusion of such Original Holder’s 's shares of Canna Delaware GDHC Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware GDHC Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware GDHC that marketing factors require a limitation of the number of shares of Canna Delaware GDHC Common Stock to be underwritten or exclusion of the shares of Canna Delaware GDHC Common Stock, then the managing underwriters may exclude the shares of the Original Holders GDHC Common Stock from the registration and the underwriting based on any reasonable methodologyunderwriting. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware GDHC and the managing underwriters. Any shares of Canna Delaware GDHC Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggy-Back Registration Rights. (ia) In the event that, following Whenever during the Effective Time, Canna Delaware Period Parent proposes to file a registration statement with the SEC pursuant to under the Securities Act covering relating to the public offering of any of its stock Parent Common Stock for cash pursuant to a firm commitment underwritten offering (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock optionregistration statement on Form S-4 or Form S-8 or any successor forms, stock purchase or similar benefit plan filed in connection with an exchange offer or a Securities Act Rule 145 transactionan offering of securities solely to existing stockholders or employees of Parent), Canna Delaware shall promptly Parent will (i) give each Original Holder written notice at least 15 Business Days prior to the filing thereof to Stockholder, specifying the approximate date on which Parent proposes to file such registration statement and advising Stockholder of its right to have any or all of the Registrable Securities then held by Stockholder included among the securities to be covered thereby, and (ii) at the written request of Stockholder given to Parent at least five Business Days prior to the proposed filing date, include among the securities covered by such registrationregistration statement the number of Registrable Securities which Stockholder shall have requested be so included (subject, however, to reduction in accordance with Section 3(b)). Canna Delaware shall Parent will use all commercially reasonable efforts to cause to be registered all the managing underwriter of the shares of Canna Delaware Common Stock that each such Original Holder has proposed underwritten offering to permit the Registrable Securities so requested to be included in the Registration Statement for such registrationoffering to be included in such offering on the same terms and conditions as any similar securities of Parent included therein. (iib) Canna Delaware shall have In the right event Stockholder desires to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock participate in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration an offering pursuant to Section 3(f) including3(a), without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise Stockholder may include Registrable Securities in any Registration Statement relating to such offering to the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and extent that the inclusion of such Original Holder’s Registrable Shares will not reduce the number of shares of Canna Delaware Parent Common Stock in to be offered and sold pursuant thereto by Parent and by any person exercising demand registration rights with respect to such offering. If the underwriting lead managing underwriter selected by Parent for an underwritten offering pursuant to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware Section 3(a) determines that marketing factors require a limitation on the number of Parent Common Stock to be offered and sold by the stockholders of Parent in such offering, there will be included in the offering only that number of Parent Common Stock, if any, that such lead managing underwriter determines will not jeopardize the success of the offering of all Parent Common Stock that Parent desires to sell for its own account. In such event and provided the managing underwriter has so notified Parent in writing, the number of shares of Canna Delaware Parent Common Stock to be underwritten offered and sold by stockholders of Parent, including Stockholder, desiring to participate in such offering will be allocated among such holders of Parent Common Stock first, pro rata among securities to be registered pursuant to demand registration rights and second, pro rata among securities to be registered pursuant to piggyback registration rights. From the date hereof for as long as Stockholder has any right to require registration of Registrable Securities pursuant to this Agreement, Parent will not enter into any agreement, except for the Stockholder No. 1 Agreement, with respect to Parent Common Stock which provides for registration rights of any third party that would have the effect, if exercised, of permitting a reduction in the number of Stockholder's Registrable Securities includable in a registration pursuant to this Agreement other than on a pro rata basis with other holders of registration rights. (c) Nothing in this Section 3 will create any liability on the part of Parent to Stockholder if Parent for any reason should decide not to file a registration statement proposed to be filed under Section 3(a) or exclusion to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that Stockholder may have taken, whether as a result of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms issuance by Parent of any such underwriting, such Original Holder may elect notice hereunder or otherwise. (d) A request by Stockholder to withdraw therefrom by written notice include Registrable Securities in a proposed underwritten offering pursuant to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall Section 3(a) will not be excluded and withdrawn from the registrationdeemed to be a request for a demand registration pursuant to Section 4.

Piggy-Back Registration Rights. (a) If at any time Oakland has registered, or has determined to register, any of its securities for its own account or for the account of other security holders of Oakland on any registration form (other than on Forms S-4 or S-8) that permits the inclusion of the Registrable Shares (a “Piggyback Registration”), Oakland will give the Holders written notice thereof promptly (but in no event less than 5 Business Days prior to the anticipated filing date) and, subject to Section 3(b), will include in such registration all Registrable Shares requested to be included therein pursuant to the written request of one or more Holders received within 5 Business Days after delivery of Oakland’s notice. (i) In If a Piggyback Registration is initiated as a primary underwritten offering on behalf of Oakland, and the event managing underwriters advise Oakland and the Holders that, following in the Effective Time, Canna Delaware proposes to file a registration statement with the SEC pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware shall promptly give each Original Holder written notice of such registration. Canna Delaware shall use all reasonable efforts to cause to be registered all opinion of the managing underwriters, the number of shares of Canna Delaware Common Stock that each such Original Holder has requested proposed to be included in such registration exceeds the Maximum Number of Shares, Oakland will include in such registration, unless otherwise agreed by Oakland and the Holders, (A) first, the number of shares of Common Stock that Oakland proposes to sell, and (B) second, the Registrable Shares of Holders, provided that (1) the number of Registrable Shares of Oakland Capital Holders included in such registration shall not exceed the greater of (a) the Oakland Capital Allocation, and (b) the Oakland Capital Allocation, plus, if any, the remainder of the Colony 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 Colony Holders included in such registration shall not exceed the greater of (a) the Colony Allocation, and (b) the Colony Allocation, plus, if any, the remainder of the Oakland Capital Allocation (such number of shares shall be allocated among such Colony Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Colony Holder). For purposes of the calculations under Section 3(b)(i)(B), each of the Oakland Capital Allocation and the Colony Allocation shall be reduced by the number of shares to be sold by Oakland. (ii) Canna Delaware shall have the right to terminate or withdraw any If a Piggyback Registration is initiated as an underwritten registration initiated by it on behalf of a holder of shares of Common Stock other than under this Section 3(f) before or after Agreement, and the effective date 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, regardless unless otherwise agreed by Oakland and the holders (including the Holders, if any), (A) first, the number of whether any Original Holder has elected to include shares of Canna Delaware Common Stock requested to be included therein by the holder(s) requesting such registration, (B) second, the Registrable Shares of Holders, provided that (1) the number of Registrable Shares of Oakland Capital Holders included in such registration shall not exceed the greater of (a) the Oakland Capital Allocation, and (b) the Oakland Capital Allocation, plus, if any, the remainder of the Colony 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 Colony Holders included in such registration shall not exceed the greater of (a) the Colony Allocation, and (b) the Colony Allocation, plus, if any, the remainder of the Oakland Capital Allocation (such number of shares shall be allocated among such Colony Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Colony Holder) and (C) third, the number of shares of Common Stock that Oakland proposes to sell. For purposes of the calculations under Section 3(b)(ii)(B), each of the Oakland Capital Allocation and the Colony Allocation shall be reduced by the number of shares to be sold by the holder(s) requesting such registration. (iiic) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred If any Piggyback Registration is a primary or secondary underwritten offering, Oakland will have the right to select, in connection with a registration pursuant its sole discretion, the managing underwriter or underwriters to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delawareadminister any such offering. (ivd) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, Oakland will not grant to any Person the right of to request Oakland to register any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in a Piggyback Registration unless such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form rights are consistent with the managing underwriters selected for such underwriting. Notwithstanding any other provision provisions of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationSection 3.

Piggy-Back Registration Rights. (i) In the event that, following the Effective Time, Canna Delaware CGI proposes to file a registration statement with the SEC Securities and Exchange Commission pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware CGI pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act an SEC Rule 145 transaction), Canna Delaware CGI shall promptly give each Original Holder written notice of such registration. Canna Delaware CGI shall use all reasonable efforts to cause to be registered all of the shares of Canna Delaware Common Stock New CGI Shares that each such Original Holder has requested to be included in such registration. Notwithstanding any other provision of this Agreement and regardless of the registration of any New CGI Shares, the New CGI Shares will continue to be subject the lock up provisions specified in Section 2(f). (ii) Canna Delaware CGI shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f2(f) before or after the effective date of such registration, regardless of whether or not any Original Holder has elected to include shares of Canna Delaware Common Stock New CGI Shares in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(fSections 2(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware CGI shall be borne by Canna DelawareCGI. (iv) If a registration of which Canna Delaware CGI gives notice under this Section 3(f2(f) is for an underwritten offering, then Canna Delaware CGI shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock New CGI Shares in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock New CGI Shares in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock New CGI Shares through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware CGI that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock New CGI Shares to be underwritten or exclusion of the shares of Canna Delaware Common StockNew CGI Shares, then the managing underwriters may exclude the shares of the Original Holders New CGI Shares from the registration and the underwriting based on any reasonable methodologyunderwriting. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware CGI and the managing underwriters. Any shares of Canna Delaware Common Stock New CGI Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggy-Back Registration Rights. (ia) In the event that, following the Effective Time, Canna Delaware If Purchaser proposes to file a registration statement with the SEC pursuant to under the Securities Act covering with respect to an offering by Purchaser for its own account or for the public offering account of any other person of its stock any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration relating statement on Form S-8 (or any successor form) or filed in connection with an exchange offer or an offering of securities solely to the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transactionPurchaser's existing stockholders), Canna Delaware then Purchaser shall promptly in each case give each Original Holder written notice of such registrationproposed filing to 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 "Piggy-Back Registration"). Canna Delaware Purchaser shall use all reasonable efforts diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to be registered all permit the holders of the shares of Canna Delaware Common Host Funding Stock that each such Original Holder has 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 included in 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 registration statement if the proposed registration is (i) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (ii) Canna Delaware shall have the right a registration of securities issued or issuable pursuant to terminate a stockholder reinvestment plan or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registrationother similar plan, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred 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 consent of any holder of Host Funding Stock, notwithstanding the request of any such holder to participate therein in accordance with this Section 3(f19.2, if Purchaser determines, in good faith in its sole discretion, that such action is in the best interests of Purchaser and its stockholders (for this purpose, the interest of the holders of Host Funding Stock shall not be considered). (d) includingWith respect to any Piggy-Back Registration requested by the holders with respect to Host Funding Stock, without limitation, registration, Purchaser shall bear all registration expenses except for the following registration expenses (and the following registration expenses shall be borne pro (i) Commission and securities exchange registration and filing and qualification fees, printers’ (ii) fees and accounting fees, expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel for Canna Delaware 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 out-of-pocket expenses of the holders of such shares including any travel costs and counsel fees; PROVIDED, HOWEVER, that the foregoing registration expenses to be paid by such holders shall be borne deemed to include, on an item-by-item basis (an "item" being any of the numbered expenses above), only that certain portion of the total registration expenses of such Piggy-Back Registration relating to such item that is determined by Canna Delawaremultiplying (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 is the total proceeds realized by all selling stockholders (including such holders of Host Funding Stock) and Purchaser in such offering. (ive) If In connection with any registration statement in which a registration holder of which Canna Delaware gives notice under this Section 3(f) Host Funding Stock is participating, each such holder will furnish to Purchaser in writing such information with respect to the name and address of such holder and the amount of Host Funding Stock held by such holder and such other information as Purchaser shall reasonably request for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of use in connection with any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting statement or prospectus, and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting 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 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 approve such arrangements (which shall be Purchaser in the case of an 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 terms of such underwriting arrangements. (g) The provisions of this Section 19.2 shall apply, to the full extent set forth herein. All Original Holders proposing , with respect to distribute their the Host Funding Stock, to any and all shares of Canna Delaware Common Stock through 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 underwriting shall enter into an underwriting agreement in customary form with securities outstanding are approximately adjusted for any equity dividends, splits, reverse splits, combinations, recapitalizations, and the managing underwriters selected for such underwriting. Notwithstanding any other provision like occurring after the date of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggy-Back Registration Rights. (i) In the event that, following the Effective Time, Canna Delaware CrowdGather proposes to file a registration statement with the SEC pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware CrowdGather pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act an SEC Rule 145 transaction), Canna Delaware CrowdGather shall promptly give each Original Holder written notice of such registration. Canna Delaware CrowdGather shall use all reasonable efforts to cause to be registered all of the shares of Canna Delaware CrowdGather Common Stock that each such Original Holder has requested to be included in such registration. Notwithstanding any other provision of this Agreement and regardless of the registration of any shares of CrowdGather Common Stock, the shares of CrowdGather Common Stock will continue to be subject the lock up provisions specified in Section 2(f). (ii) Canna Delaware CrowdGather shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f2(f) before or after the effective date of such registration, regardless of whether or not any Original Holder has elected to include shares of Canna Delaware CrowdGather Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(fSections 2(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware CrowdGather shall be borne by Canna DelawareCrowdGather. (iv) If a registration of which Canna Delaware CrowdGather gives notice under this Section 3(f2(f) is for an underwritten offering, then Canna Delaware CrowdGather shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware CrowdGather Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware CrowdGather Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware CrowdGather Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware CrowdGather that marketing factors require a limitation of the number of shares of Canna Delaware CrowdGather Common Stock to be underwritten or exclusion of the shares of Canna Delaware CrowdGather Common Stock, then the managing underwriters may exclude the shares of the Original Holders CrowdGather Common Stock from the registration and the underwriting based on any reasonable methodologyunderwriting. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware CrowdGather and the managing underwriters. Any shares of Canna Delaware CrowdGather Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggy-Back Registration Rights. (ia) In the event that, following the Effective Time, Canna Delaware If Purchaser proposes to file a registration statement with the SEC pursuant to under the Securities Act covering with respect to an offering by Purchaser for its own account or for the public offering account of any other person of its stock any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration relating statement on Form S-8 (or any successor form) or filed in connection with an exchange offer or an offering of securities solely to the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transactionPurchaser's existing stockholders), Canna Delaware then Purchaser shall promptly in each case give each Original Holder written notice of such registrationproposed filing to 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 "Piggy-Back Registration"). Canna Delaware Purchaser shall use all reasonable efforts diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to be registered all permit the holders of the shares of Canna Delaware Common Host Funding Stock that each such Original Holder has 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 included in 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 registration statement if the proposed registration is (i) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (ii) Canna Delaware shall have the right a registration of securities issued or issuable pursuant to terminate a stockholder reinvestment plan or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registrationother similar plan, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred 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 consent of any holder of Host Funding Stock, notwithstanding the request of any such holder to participate therein in accordance with this Section 3(f19.2, if Purchaser determines, in good faith in its sole discretion, that such action is in the best interests of Purchaser and its stockholders (for this purpose, the interest of the holders of Host Funding Stock shall not be considered). (d) includingWith respect to any Piggy-Back Registration requested by the holders with respect to Host Funding Stock, without limitation, registration, 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 Host Funding Stock registered thereby): (i) Commission and securities exchange registration and filing and qualification fees, printers’ (ii) fees and accounting fees, expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel for Canna Delaware 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 (vii) any out-of-pocket expenses of the holders of such shares including any travel costs and counsel fees; PROVIDED, HOWEVER, that the foregoing registration expenses to be paid by such holders shall be borne deemed to include, on an item-by-item basis (an "item" being any of the numbered expenses above), only that certain portion of the total registration expenses of such Piggy-Back Registration relating to such item that is determined by Canna Delawaremultiplying (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 is the total proceeds realized by all selling stockholders (including such holders of Host Funding Stock) and Purchaser in such offering. (ive) If In connection with any registration statement in which a registration holder of which Canna Delaware gives notice under this Section 3(f) Host Funding Stock is participating, each such holder will furnish to Purchaser in writing such information with respect to the name and address of such holder and the amount of Host Funding Stock held by such holder and such other information as Purchaser shall reasonably request for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of use in connection with any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting statement or prospectus, and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting 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 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 approve such arrangements (which shall be Purchaser in the case of an 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 terms of such underwriting arrangements. (g) The provisions of this Section 19.2 shall apply, to the full extent set forth herein. All Original Holders proposing , with respect to distribute their the Host Funding Stock, to any and all shares of Canna Delaware Common Stock through 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 underwriting shall enter into an underwriting agreement in customary form with securities outstanding are approximately adjusted for any equity dividends, splits, reverse splits, combinations, recapitalizations, and the managing underwriters selected for such underwriting. Notwithstanding any other provision like occurring after the date of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggy-Back Registration Rights. (i) In If the event that, following the Effective Time, Canna Delaware Company at any time proposes to file a registration statement with the SEC pursuant to register any of its Class B Common Stock under the Securities Act covering the public offering of any of its stock (other than a registration relating solely on Form X-0, X-0 or any successor or similar forms) for public offerings for cash, it will each such time give prompt written notice to CVCA of its intention to do so and of CVCA's rights under this Section 8.2, at least 15 days prior to the issuance anticipated date of securities the initial filing of the registration statement relating to such registration. Such notice shall offer CVCA the opportunity to include in such registration statement such number of Registrable Securities as CVCA may request. Upon the written request of CVCA made within 10 days after the receipt of the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by Canna Delaware pursuant CVCA), the Company shall use its reasonable best efforts to a stock option, stock purchase or similar benefit plan or a effect the registration under the Securities Act Rule 145 transactionof all Registrable Securities which the Company has been so requested to register by CVCA, to permit the disposition of the Registrable Securities so to be registered; PROVIDED that (i) if such registration involves an underwritten offering, CVCA must sell its Registrable Securities proposed to be sold to the underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of CVCA shall be limited to those obligations set forth below); and (ii) if, Canna Delaware shall promptly give each Original Holder at any time after giving written notice of such registration. Canna Delaware shall use all reasonable efforts its intention to cause register any equity securities pursuant to be registered all of the shares of Canna Delaware Common Stock that each such Original Holder has requested to be included in such registration. (ii) Canna Delaware shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after 8.2 and prior to the effective date of the registration statement filed in connection with such registration, regardless the Company shall determine for any reason not to register such equity securities, the Company shall give written notice to CVCA and, thereupon, shall be relieved of whether its obligation to register any Original Holder has elected to include shares Registrable Securities of Canna Delaware Common Stock CVCA in connection with such registration. (iii) All expenses (other than . The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.2, and CVCA shall pay all underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with taxes, if any, relating to the sale or disposition of its Registrable Securities pursuant to a registration statement effected pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration8.2.

Piggy-Back Registration Rights. (ia) In the event that, following the Effective Time, Canna Delaware If Purchaser proposes to file a registration statement with the SEC pursuant to under the Securities Act covering with respect to an offering by Purchaser for its own account or for the public offering account of any other person of its stock any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration relating statement on Form S-8 (or any successor form) or filed in connection with an exchange offer or an offering of securities solely to the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transactionPurchaser's existing stockholders), Canna Delaware then Purchaser shall promptly in each case give each Original Holder written notice of such registrationproposed filing to 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 "Piggy-Back Registration"). Canna Delaware Purchaser shall use all reasonable efforts diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to be registered all permit the holders of the shares of Canna Delaware Common Host Funding Stock that each such Original Holder has 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 included in 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 registration statement if the proposed registration is (i) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (ii) Canna Delaware shall have the right a registration of securities issued or issuable pursuant to terminate a stockholder reinvestment plan or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registrationother similar plan, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred 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 consent of any holder of Host Funding Stock, notwithstanding the request of any such holder to participate therein in accordance with this Section 3(f19.2, if Purchaser determines, in good faith in its sole discretion, that such action is in the best interests of Purchaser and its stockholders (for this purpose, the interest of the holders of Host Funding Stock shall not be considered). (d) includingWith respect to any Piggy-Back Registration requested by the holders with respect to Host Funding Stock, without limitation, registration, 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 Host Funding Stock registered thereby): (i) Commission and securities exchange registration and filing and qualification fees, printers’ (ii) fees and accounting fees, expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel for Canna Delaware 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 out-of-pocket expenses of the holders of such shares including any travel costs and counsel fees; PROVIDED, HOWEVER, that the foregoing registration expenses to be paid by such holders shall be borne deemed to include, on an item-by-item basis (an "item" being any of the numbered expenses above), only that certain portion of the total registration expenses of such Piggy-Back Registration relating to such item that is determined by Canna Delawaremultiplying (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 is the total proceeds realized by all selling stockholders (including such holders of Host Funding Stock) and Purchaser in such offering. (ive) If In connection with any registration statement in which a registration holder of which Canna Delaware gives notice under this Section 3(f) Host Funding Stock is participating, each such holder will furnish to Purchaser in writing such information with respect to the name and address of such holder and the amount of Host Funding Stock held by such holder and such other information as Purchaser shall reasonably request for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of use in connection with any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting statement or prospectus, and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting 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 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 approve such arrangements (which shall be Purchaser in the case of an 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 terms of such underwriting arrangements. (g) The provisions of this Section 19.2 shall apply, to the full extent set forth herein. All Original Holders proposing , with respect to distribute their the Host Funding Stock, to any and all shares of Canna Delaware Common Stock through 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 underwriting shall enter into an underwriting agreement in customary form with securities outstanding are approximately adjusted for any equity dividends, splits, reverse splits, combinations, recapitalizations, and the managing underwriters selected for such underwriting. Notwithstanding any other provision like occurring after the date of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggy-Back Registration Rights. (i) In If at any time during the event that, two year period following the Effective Time, Canna Delaware proposes Closing Date there is not an effective registration statement covering all of the Exchange Shares and Issuer shall determine to prepare and file with the SEC a registration statement with relating to an offering for its own account or the SEC pursuant to account of others under the Securities Act covering the public offering of any of its stock (equity securities, other than a registration 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 Issuer shall send to each holder of the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware shall promptly give each Original Holder Exchange Shares written notice of such registration. Canna Delaware determination and, if within fifteen days after receipt of such notice, any such holder shall use so request in writing, Issuer shall include in such registration statement all reasonable efforts to cause or any part of such the Exhange Shares such holder requests to be registered all of the shares of Canna Delaware Common Stock that each such Original Holder has requested to be included in such registration. (ii) Canna Delaware shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registrationregistered. If, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements any underwritten offering for the account of counsel for Canna Delaware shall be borne by Canna Delaware. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with issuer the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require underwriter(s) thereof shall impose a limitation of on the number of shares of Canna Delaware Common Stock which may be included in the registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution of securities covered thereby, then Issuer shall be underwritten or obligated to include in such registration statement only such limited portion of the Exhange Shares for to which such Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of the shares Exhange Shares shall be made pro rata among the holders seeking to include the Exhange Shares, in proportion to the number of Canna Delaware Common StockExhange Shares sought to be included by such holders; provided, then however, that Issuer shall not exclude any Exhange Shares unless Issuer has first excluded all outstanding securities the managing underwriters may exclude holders of which are not entitled by right to inclusion of securities in such registration statement; and provided, further, however, that, after giving effect to the shares immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the Original Holders from right to include such securities in such registration statement. Other than this piggy-back registration obligation, nothing in this Agreement shall entitle any party hereto to any claim, cause of action, remedy or right of any kind with respect to the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationrights.

Piggy-Back Registration Rights. (i) In The Shares issued to the event that, following the Effective Time, Canna Delaware proposes Payee shall be entitled to file "Piggy Back Registration Rights" pursuant to a registration statement with of the SEC Company's securities made effective during the term of this Note. Upon effectiveness of said Registration Statement, Payee's Shares shall be immxxxxxely registered and therefore eligible for trading under any and all restrictions that may apply. (a) The Payee is an "accredited investor" as defined under Rule 501 under the Securities Act. (b) The Payee acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered pursuant to applicable exemptions from such registration for nonpublic offerings as "restricted securities" as defined by Rule 144 promulgated pursuant to the Securities Act covering Act. The Shares may not be resold in the public offering absence of any of its stock (other than a an effective registration relating solely to thereof under the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction)and applicable state securities laws unless, Canna Delaware shall promptly give each Original Holder written notice of such registration. Canna Delaware shall use all reasonable efforts to cause to be registered all in the opinion of the shares Company's counsel, an applicable exemption from registration is available. Vantage Point Convertible Note Initials _________ __________ (c) The Payee is acquiring the Shares for its own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of Canna Delaware Common Stock that each such Original Holder has requested to be included the Securities Act, in such registrationa manner which would require registration under the Securities Act or any state securities laws. (iid) Canna Delaware shall have The Payee understands and acknowledges that the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after Shares will bear the effective date of such registrationfollowing legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registrationAS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS. (iiie) All expenses The Payee acknowledges that an investment in the Shares is not liquid and is transferable only under limited conditions. The Payee acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Payee is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of the Shares. (other than underwriting discounts f) Payee Sophistication and commissions and stock transfer taxes and fees) incurred Ability to Bear Risk of Loss. The Payee acknowledges that it is able to protect its interests in connection with the acquisition of the Shares and can bear the economic risk of investment in such securities without producing a registration pursuant to Section 3(f) including, without limitation, registration, filing material adverse change in Payee's financial condition. The Payee otherwise has such knowledge and qualification fees, printers’ experience in financial or business matters that it is capable of evaluating the merits and accounting fees, fees and disbursements risks of counsel for Canna Delaware shall be borne by Canna Delaware.the investment in the Shares. Vantage Point Convertible Note Initials _________ __________ (ivg) If Purchases by Groups. The Payee represents, warrants, and covenants that it is not acquiring the Shares as part of a registration group within the meaning of which Canna Delaware gives notice under this Section 3(f13(d)(3) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number Securities Exchange Act of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock1934, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationas amended.

Piggy-Back Registration Rights. (i) In the event that, following the Effective Time, Canna Delaware API proposes to file a registration statement with the SEC pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware API pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act an SEC Rule 145 transaction), Canna Delaware API shall promptly give each Original Holder written notice of such registration. Canna Delaware API shall use all reasonable efforts to cause to be registered all of the shares of Canna Delaware API Common Stock that each such Original Holder has requested to be included in such registration. Notwithstanding any other provision of this Agreement and regardless of the registration of any shares of API Common Stock, the shares of API Common Stock will continue to be subject the lock up provisions specified in Section 2(f). (ii) Canna Delaware API shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f2(f) before or after the effective date of such registration, regardless of whether or not any Original Holder has elected to include shares of Canna Delaware API Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(fSections 2(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware API shall be borne by Canna DelawareAPI. (iv) If a registration of which Canna Delaware API gives notice under this Section 3(f2(f) is for an underwritten offering, then Canna Delaware API shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware API Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware API Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware API Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware API that marketing factors require a limitation of the number of shares of Canna Delaware API Common Stock to be underwritten or exclusion of the shares of Canna Delaware API Common Stock, then the managing underwriters may exclude the shares of the Original Holders API Common Stock from the registration and the underwriting based on any reasonable methodologyunderwriting. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom there from by written notice to Canna Delaware API and the managing underwriters. Any shares of Canna Delaware API Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggy-Back Registration Rights. (i) In the event that, following Whenever during the Effective Time, Canna Delaware proposes Period the Company shall propose to file a registration statement with the SEC pursuant to under the Securities Act covering the relating to public offering of any of its stock Common Stock for the Company's own account (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock optionregistration statement on Form S-4 or Form S-8 or any successor forms, stock purchase or similar benefit plan filed in connection with an exchange offer or an offering of securities solely to existing stockholders or employees of the Company) or for the account of any holder of Common Stock (the "INITIATING HOLDER") and on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act Rule 145 transaction), Canna Delaware the Company shall promptly (I) give each Original Holder written notice at least 20 Business Days prior to the filing thereof to each Holder of Registrable Securities then outstanding, specifying the approximate date on which the Company proposes to file such registration. Canna Delaware shall use all reasonable efforts registration statement and advising such Holder of its right to cause to be registered 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 Holder given to the Company within 15 days after such Holder's receipt of written notice from the Company, include among the securities covered by such registration statement the number of Registrable Securities which such Holder (the "REQUESTING HOLDER") shall have requested be so included (subject, however, to reduction in accordance with clause (ii) of this subsection (b)). (ii) Each Holder desiring to participate in an offering pursuant to clause (I) of this subsection may include shares of Canna Delaware Common Stock in any Registration Statement relating to such offering to the extent that the inclusion of such shares of Common Stock shall not reduce the number of shares of Common Stock to be offered and sold by the Company or any Initiating Holder pursuant thereto. If the lead managing underwriter selected by the Company for an underwritten offering pursuant to clause (I) of this subsection determines reasonably and in good faith that marketing factors require a limitation on the number of shares of Common Stock to be offered and sold by Requesting Holders in such offering, there shall be included in the offering only that number of shares of Common Stock, if any, that such lead managing underwriter reasonably and in good faith believes will not jeopardize the success of the offering of all the shares of Common Stock that each the Company desires to sell for its own account or that the Initiating Holder desires to sell for its own account, as the case may be. In such Original Holder event and provided the lead managing underwriter has so notified the Company in writing, the shares of Common Stock to be included in such offering shall consist of (I) first, any securities the Company or the Initiating Holder, as the case may be, proposes to sell, and (II) second, the number, if any, of Registrable Securities the Requesting Holders requested to be included in such registration. (ii) Canna Delaware shall have registration that, in the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date opinion of such registrationlead managing underwriter can be sold without jeopardizing the success of the offering of all the securities that the Company or the Initiating Holder, regardless as the case may be, desires to sell for its own account, such amount to be allocated on a pro rata basis among the Holders of whether any Original Registrable Securities who have requested their securities be so included based on the number of Registrable Securities that each Holder thereof has elected requested to include shares be so included; provided that, in the event another Person has duly requested pursuant to an agreement with the Company that the Company register other securities of Canna Delaware Common Stock the Company and such request has not been withdrawn, the Requesting Holders and such other Person shall be included in such registrationregistration pro rata based on the number of securities the Requesting Holders and such other Person have requested to be so included. (iii) All expenses Nothing in this subsection (other than underwriting discounts and commissions and stock transfer taxes and feesb) incurred in connection with 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 pursuant statement proposed to Section 3(fbe filed under subsection (a) includingor to withdraw such registration statement subsequent to its filing, without limitationregardless of any action whatsoever that a Holder may have taken, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements whether as a result of counsel for Canna Delaware shall be borne the issuance by Canna Delawarethe Company of any notice hereunder or otherwise. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder A request by Holders to include such Original Holder’s shares of Canna Delaware Common Stock Registrable Securities in such registration a proposed underwritten offering pursuant to this subsection (b) shall not be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock deemed to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the a request for a demand registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect pursuant to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationsubsection (c).

Piggy-Back Registration Rights. (ia) In If at any time or from time to time after the event thatdate hereof and prior to the Expiration Date, following the Effective Time, Canna Delaware FPA proposes to file register any of its securities under the Act on any form for the registration of securities under the Act, whether or not for its own account (other than by a registration statement with on Form S-4 or Form S-8 or other form which does not include substantially the SEC pursuant same information as would be required in a form for the general registration of securities or would not be available for the Registrable Securities) (a "Piggy Back Registration"), it shall as expeditiously as possible give written notice to FHC of its intention to do so and of FHC's rights under this Section 3. Such rights are referred to hereinafter as "Piggy Back Registration Rights." Upon the written request of FHC made within three (3) business days after receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by FHC, FPA shall include in the Registration Statement the Registrable Securities which FPA has been so requested to register by FHC and FPA shall use commercially reasonable best efforts to have the Registration Statement declared effective by the Commission and to maintain the effectiveness thereof for the period necessary for FHC to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). (b) If, at any time after giving written notice of its intention to register any securities in a Piggy Back Registration but prior to the Securities Act covering effective date of the public offering of related Registration Statement, FPA shall determine for any of its stock (other than a registration relating solely reason not to the issuance of securities by Canna Delaware pursuant to a stock optionregister such securities, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware FPA shall promptly give each Original Holder written notice of such registrationdetermination to FHC and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such Piggy Back Registration. Canna Delaware All commercially reasonable best efforts obligations of FPA pursuant to Section 5 shall use all reasonable efforts cease if FPA determines to cause terminate prior to be such effective date any registration where Registrable Securities are being registered all of the shares of Canna Delaware Common Stock that each such Original Holder pursuant to this Section 3. (c) If a Piggy Back Registration involves an offering by or through one or more underwriters, then FHC, provided it has requested to be have Registrable Securities included in such registration. (ii) Canna Delaware FPA's Registration Statement, shall have the right agree to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting sell its Registrable Securities to the extent provided herein. All Original Holders proposing underwriters selected by FPA on the same terms and conditions as apply to distribute their shares of Canna Delaware Common Stock through such underwriting shall other selling shareholders and enter into an underwriting agreement with such underwriters containing customary representations and warranties. (d) If a Piggy Back Registration involves an offering by or through one or more underwriters, FPA shall not be required to include Registrable Securities therein if and to the extent the underwriter managing the offering reasonably believes in customary form with good faith and advises FPA (which in turn advises FHC) that such inclusion would materially adversely affect such offering; provided that, subject to the managing underwriters selected for such underwriting. Notwithstanding rights under any other provision of this Agreementregistration rights agreements in effect prior to the date hereof (which are registration rights relating to 50,000 Banque Paribas warrants, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of 250,000 warrants and 525,000 shares of Canna Delaware FPA Common Stock issued to Physician Corporation of America and the Debentures) and subject to rights under any future registration rights agreements for an aggregate of up to 200,000 shares of FPA Common Stock to be underwritten issued in connection with acquisitions, (i) if other selling shareholders who are employees, officers, directors or exclusion other affiliates of FPA have requested registration of securities in the proposed offering, FPA will reduce or eliminate such other selling shareholders' securities before any reduction or elimination of Registrable Securities, and (ii) FHC's participation in such Piggy Back Registration shall be PRO RATA with all other holders of the securities of FPA exercising "piggy back registration rights" similar to those set forth herein in proportion to the respective number of shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect they have requested to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationregistered.

Piggy-Back Registration Rights. (i) In If, at any time during the event that, following the Effective Time, Canna Delaware term of this Agreement DST proposes to file register (including for this purpose a registration statement with effected by DST for stockholders other than the SEC pursuant to Affiliate Stockholders) any of its common equity securities under the Securities Act covering in connection with the public offering of any of its stock such securities solely for cash (other than a registration form relating solely to the issuance to: (a) a registration of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a Securities Act Rule 145 transactiondividend investment plan; (b) 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; or (c) a registration of securities proposed to be issued in exchange for other securities of DST), Canna Delaware DST shall each such time, promptly give each Original Holder Affiliate Stockholder written notice of such registrationregistration together with a list of the jurisdictions in which DST intends to attempt to qualify such securities under applicable state securities laws. Canna Delaware Upon the written request of any Affiliate Stockholder given within ten (10) days after written notice from DST (which request shall use all reasonable efforts to cause specify the number of Registrable Securities intended to be registered disposed of and the intended method of disposition thereof), DST shall effect, in the manner set forth in Article 5, in connection with such registration, the registration under the Securities Act of all of the shares Registrable Securities which DST has been so requested to register, to the extent required to permit the disposition (in accordance with the intended methods thereof) of Canna Delaware Common Stock that each such Original Holder has the Registrable Securities so requested to be included in such registration. (ii) Canna Delaware shall have the right registered, provided that if at any time after giving written notice of its intention to terminate or withdraw register any registration initiated by it under this Section 3(f) before or after securities and prior to the effective date of such registration, regardless DST shall determine for any reason not to register or delay registration of whether such securities, DST may, at its election, given written notice of such determination to the Affiliate Stockholders and, thereupon, (A) in the case of a determination not to register, DST shall be relieved of its obligation to register any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred Registrable Securities in connection with such registration and (B) in the case of a registration pursuant determination to Section 3(f) including, without limitation, delay such registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware DST shall be borne by Canna Delaware. (iv) If a permitted to delay registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder Registrable Securities requested to include such Original Holder’s shares of Canna Delaware Common Stock be included in such registration shall be conditioned upon for the same period as the delay in registering such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationsecurities.

Piggy-Back Registration Rights. (i) In the event that, following the Effective Time, Canna Delaware proposes to file a registration statement with the SEC pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware shall promptly give each Original Holder written notice of such registration. Canna Delaware shall use all reasonable efforts to cause to be registered all of the shares of Canna Delaware Common Stock that each such Original Holder has requested to be included in such registration. (ii) Canna Delaware shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s 's shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s 's participation in such underwriting and the inclusion of such Original Holder’s 's shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Piggy-Back Registration Rights. (ia) In the event that, following Whenever during the Effective Time, Canna Delaware Period Parent proposes to file a registration statement with the SEC pursuant to under the Securities Act covering relating to the public offering of any of its stock Parent Common Stock for cash pursuant to a firm commitment underwritten offering (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock optionregistration statement on Form S-4 or Form S-8 or any successor forms, stock purchase or similar benefit plan filed in connection with an exchange offer or a Securities Act Rule 145 transactionan offering of securities solely to existing stockholders or employees of Parent), Canna Delaware shall promptly Parent will (i) give each Original Holder written notice at least 15 Business Days prior to the filing thereof to Stockholder, specifying the approximate date on which Parent proposes to file such registration statement and advising Stockholder of its right to have any or all of the Registrable Securities then held by Stockholder included among the securities to be covered thereby, and (ii) at the written request of Stockholder given to Parent at least five Business Days prior to the proposed filing date, include among the securities covered by such registrationregistration statement the number of Registrable Securities which Stockholder shall have requested be so included (subject, however, to reduction in accordance with Section 3(b)). Canna Delaware shall Parent will use all commercially reasonable efforts to cause to be registered all the managing underwriter of the shares of Canna Delaware Common Stock that each such Original Holder has proposed underwritten offering to permit the Registrable Securities so requested to be included in the Registration Statement for such registrationoffering to be included in such offering on the same terms and conditions as any similar securities of Parent included therein. (iib) Canna Delaware shall have In the right event Stockholder desires to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock participate in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration an offering pursuant to Section 3(f) including3(a), without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise Stockholder may include Registrable Securities in any Registration Statement relating to such offering to the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and extent that the inclusion of such Original Holder’s Registrable Shares will not reduce the number of shares of Canna Delaware Parent Common Stock in to be offered and sold pursuant thereto by Parent and by any person exercising demand registration rights with respect to such offering. If the underwriting lead managing underwriter selected by Parent for an underwritten offering pursuant to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware Section 3(a) determines that marketing factors require a limitation on the number of Parent Common Stock to be offered and sold by the stockholders of Parent in such offering, there will be included in the offering only that number of Parent Common Stock, if any, that such lead managing underwriter determines will not jeopardize the success of the offering of all Parent Common Stock that Parent desires to sell for its own account. In such event and provided the managing underwriter has so notified Parent in writing, the number of shares of Canna Delaware Parent Common Stock to be underwritten offered and sold by stockholders of Parent, including Stockholder, desiring to participate in such offering will be allocated among such holders of Parent Common Stock first, pro rata among securities to be registered pursuant to demand registration rights and second, pro rata among securities to be registered pursuant to piggyback registration rights. From the date hereof for as long as Stockholder has any right to require registration of Registrable Securities pursuant to this Agreement, Parent will not enter into any agreement, except for the Stockholder No. 2 Agreement, with respect to Parent Common Stock which provides for registration rights of any third party that would have the effect, if exercised, of permitting a reduction in the number of Stockholder's Registrable Securities includable in a registration pursuant to this Agreement other than on a pro rata basis with other holders of registration rights. (c) Nothing in this Section 3 will create any liability on the part of Parent to Stockholder if Parent for any reason should decide not to file a registration statement proposed to be filed under Section 3(a) or exclusion to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that Stockholder may have taken, whether as a result of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms issuance by Parent of any such underwriting, such Original Holder may elect notice hereunder or otherwise. (d) A request by Stockholder to withdraw therefrom by written notice include Registrable Securities in a proposed underwritten offering pursuant to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall Section 3(a) will not be excluded and withdrawn from the registrationdeemed to be a request for a demand registration pursuant to Section 4.

Piggy-Back Registration Rights. (ia) In the event that, following the Effective Time, Canna Delaware proposes Whenever Acquiror shall propose to file a registration statement with the SEC pursuant to Registration Statement under the Securities Act covering relating to the public offering of any of its stock Media Stock for cash (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock optionRegistration Statement on Form S-4 or Form S-8 or any successor forms thereto, stock purchase or similar benefit plan filed in connection with an exchange offer or an offering of securities solely to existing stockholders or employees of Acquiror and other than pursuant to a Securities Act Rule 145 transaction)Registration Statement filed in connection with an offering by Acquiror of securities convertible into or exchangeable for Media Stock) for sale for its own account, Canna Delaware Acquiror shall promptly (i) give each Original Holder written notice at least fifteen Business Days prior to the filing thereof to each Holder then outstanding, specifying the approximate date on which Acquiror proposes to file such Registration Statement and the intended method of distribution in connection therewith, and advising such Holder of such registration. Canna Delaware shall use all reasonable efforts Holder's right to cause to be registered 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 Acquiror 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, Acquiror shall cause the Registration Statement to include the Registrable Securities requested to be included in the Registration Statement for such offering in the case of Registrable Securities which are Media Stock, on the same terms and conditions as the shares of Canna Delaware Common Media Stock included therein and in the case of Registrable Securities which are Series D Preferred Stock, on terms which would not conflict or interfere with in any material respect (including, without limitation, adversely affect the pricing of) the offering by Acquiror of Media Stock. (b) If the lead managing underwriter selected by Acquiror for an underwritten offering pursuant to Section 3(a) determines in writing that each marketing factors require a limitation on the number of shares of Media Stock and/or Series D Preferred Stock (or other securities convertible into or exchangeable for Media Stock) to be offered and sold by stockholders of Acquiror in such Original Holder has offering, there shall be included in the offering, first, all securities proposed by Acquiror to be sold for its account and, second, only that number of shares of Media Stock and Series D Preferred Stock (and other securities convertible into or exchangeable for Media Stock), if any, requested to be included in such registration. Registration Statement by stockholders of Acquiror that such lead managing underwriter reasonably and in good faith believes will not substantially interfere with (ii) Canna Delaware shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration. (iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements adversely affect the pricing of) the offering of counsel all the shares of Media Stock that the Company desires to sell for Canna Delaware shall be borne by Canna Delaware. (iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holdersits own account. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting event and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreementunderwriter has so notified Acquiror in writing, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Media Stock and Series D Preferred Stock (and other securities of Acquiror convertible into or exchangeable for Media Stock) to be underwritten or exclusion offered and sold by stockholders of Acquiror, including Holders of Registrable Securities, desiring to participate in such offering shall be allocated among such stockholders of Acquiror on a pro rata basis based upon the number of shares of Media Stock (assuming conversion of the shares Series D Preferred Stock and other securities convertible into or exchangeable for Media Stock held by such stockholders) each such stockholder beneficially owns. (c) Nothing in this Section 3 shall create any liability on the part of Canna Delaware Common StockAcquiror 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, then the managing underwriters regardless of any action whatsoever that a Holder may exclude the shares have taken, whether as a result of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms issuance by Acquiror of any such underwriting, such Original Holder may elect notice hereunder or otherwise. (d) A request by Holders to withdraw therefrom by written notice include Registrable Securities in a proposed offering pursuant to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting Section 3(a) shall not be excluded and withdrawn from the registrationdeemed to be a request for a demand registration pursuant to Section 4.

Piggy-Back Registration Rights. (i) In The Shares issued to the event that, following the Effective Time, Canna Delaware proposes Payee shall be entitled to file “Piggy Back Registration Rights” pursuant to a registration statement with of the SEC Company’s securities made effective during the term of this Note. Upon effectiveness of said Registration Statement, Pxxxx’s Shares shall be immediately registered and therefore eligible for trading under any and all restrictions that may apply. (a) The Payee is an “accredited investor” as defined under Rule 501 under the Securities Act. (b) The Payee acknowledges that the Shares have not been registered under the Securities Act or the securities laws of any state and are being offered pursuant to applicable exemptions from such registration for nonpublic offerings as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act covering Act. The Shares may not be resold in the public offering absence of any of its stock (other than a an effective registration relating solely to thereof under the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction)and applicable state securities laws unless, Canna Delaware shall promptly give each Original Holder written notice of such registration. Canna Delaware shall use all reasonable efforts to cause to be registered all in the opinion of the shares of Canna Delaware Common Stock that each such Original Holder has requested to be included in such registrationCompany’s counsel, an applicable exemption from registration is available. (iic) Canna Delaware shall have The Payee is acquiring the right to terminate Shares for its own account, for investment purposes only and not with a view to, or withdraw for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registrationstate securities laws. (iiid) All expenses The Payee understands and acknowledges that the Shares will bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS. (other than underwriting discounts e) The Payee acknowledges that an investment in the Shares is not liquid and commissions is transferable only under limited conditions. The Payee acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Payee is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions and stock transfer taxes that such Rule is not now available and, in the future, may not become available for resale of the Shares. (f) Payee Sophistication and fees) incurred Ability to Bear Risk of Loss. The Payee acknowledges that it is able to protect its interests in connection with the acquisition of the Shares and can bear the economic risk of investment in such securities without producing a registration pursuant to Section 3(f) including, without limitation, registration, filing material adverse change in Payee’s financial condition. The Payee otherwise has such knowledge and qualification fees, printers’ experience in financial or business matters that it is capable of evaluating the merits and accounting fees, fees and disbursements risks of counsel for Canna Delaware shall be borne by Canna Delawarethe investment in the Shares. (ivg) If Purchases by Groups. The Payee represents, warrants, and covenants that it is not acquiring the Shares as part of a registration group within the meaning of which Canna Delaware gives notice under this Section 3(f13(d)(3) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number Securities Exchange Act of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock1934, then the managing underwriters may exclude the shares of the Original Holders from the registration and the underwriting based on any reasonable methodology. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to Canna Delaware and the managing underwriters. Any shares of Canna Delaware Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationas amended.