Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (ai) If the Company shallIf, at any time prior to the expiration of this WarrantDecember 31, authorize 2010, InvestCo proposes to file a registration of its Common Stock with statement under the Securities and Exchange Commission Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the "SEC"existing stockholders or employees of InvestCo), then InvestCo, on each such occasion, shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to the Company shall furnish the Holder with Shareholder at least 30 fifteen days prior written notice thereof before the anticipated filing date of such registration statement, and such Piggy-Back Notice also shall be required to offer to the Holder Shareholder the opportunity to register such aggregate number of shares of InvestCo Stock as the Shareholder may request, subject to the terms hereof. The Shareholder shall have the option right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to include request, by written notice (each, a "Shareholder Notice") to InvestCo, the Shares to be issued to inclusion of all or any portion of the Holder upon shares of InvestCo Stock owned by the exercise of this Warrant Shareholder in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company InvestCo shall use its best reasonable efforts to cause the managing underwriter underwriter(s) of a proposed underwritten offering to permit the inclusion of the proposed offering to grant any request by Shareholder’s InvestCo shares which were the Holder that Shares purchased by subject of the Holder upon the exercise of this Warrant be included Shareholder Notice in the proposed public such underwritten offering on the same terms and conditions that are customary under industry practiceas any similar securities of InvestCo included therein. Notwithstanding any other provision of anything to the contrary contained in this AgreementSection 1.5, if the managing underwriter underwriter(s) of the public such underwritten offering of the Common Stock gives or any proposed underwritten offering delivers a written notice opinion to the Company thatShareholder that the total amount and kind of securities which they, InvestCo and any other person intend to include in such offering is such as to materially and adversely affect the reasonable opinion success of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwrittenoffering, then the number amount of Shares purchased securities to be offered for the account of the Shareholder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the amount of securities owned by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the Shareholder and other persons which carry registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iiirights) The Holder must provide to the Company all information, and take all action, extent necessary to reduce the Parent reasonably requests with reasonable advance notice, total amount of securities to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in such offering to the registration. (c) The Company will pay all Registration Expenses (as defined belowamount recommended by such managing underwriter(s) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderits written opinion.

Piggy Back Registration. (a) If Subject to Section 2.1 hereof, if the Company shallproposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, at (ii) any time prior registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"Company’s existing security holders), then the Company shall furnish the Holder with at least 30 days prior give written notice thereof of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall have use commercially reasonable efforts to cause the option managing Underwriter or Underwriters of a proposed underwritten offering to include permit the Shares Registrable Securities requested to be issued included in a Piggy-Back Registration to be included on the Holder upon the exercise same terms and conditions as any similar securities of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described aboveincluded therein. (b) Notwithstanding The Company shall select the lead underwriter or underwriters and any other provision co-manager or co-managers to administer any offering of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued Registrable Securities pursuant to a transaction registered on Form S-4 (or any registration form promulgated by Piggy-Back Registration. In the SEC in substitution event the Company gives the Holders notice of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable its intention to effect an offering pursuant to any a Piggy-Back Registration and subsequently declines to proceed with such plan. (ii) If offering, the Company files a registration statement Holders shall have no rights in connection with an underwritten public offering such offering; provided, however, that, subject to Section 2.13 and Section 2.14, at the request of Common Stockthe Holders, the Company shall use its best efforts proceed with such offering with respect to cause the managing underwriter Registrable Securities included therein, which offering shall be deemed a Demand Registration for all purposes hereunder. The Holders shall participate in any offering of the proposed offering Registrable Securities pursuant to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreementa Piggy-Back Registration (or deemed Demand Registration, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced applicable) in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to same plan of distribution for such Piggy-Back Registration as the Company all informationor the holder or holders of Common Stock that proposed such Piggy-Back Registration, and take all action, as the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationcase may be. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at CRIC proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4, F-4 or S-8 (or any successor form) for securities to be offered in a transaction of its Common Stock the type referred to in Rule 145 under the Securities Act or to employees of CRIC pursuant to any employee benefit plan, respectively) for the registration of CRIC Shares (a “Piggy-Back Registration”), it shall give written notice to all Holders at least thirty (30) days before the initial filing with the Securities and Exchange Commission SEC of such registration statement (the "SEC"a “Piggy-Back Registration Statement”), which notice shall set forth the Company shall furnish the Holder with at least 30 days prior written notice thereof number of CRIC Shares that CRIC and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise other holders of this Warrant CRIC Shares, if any, then contemplate including in such registration statement. The Holder shall exercise and the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days intended method of the receipt disposition of the written notice from the Company described abovesuch CRIC Shares. (b) Notwithstanding If any other provision of this Warrant, the Company's obligations Holder desires to have Registrable Securities registered under this Section 7 3 (the “Participating Piggy-Back Holders”), it shall be subject advise CRIC in writing within five (5) days after the date of receipt of such notice from CRIC of its desire to the following terms and conditions: (i) The obligations of the Company set forth have Registrable Securities registered under this Section 7 3, and shall not arise upon set forth the filing number of Registrable Securities for which registration is requested. CRIC shall thereupon use its reasonable best efforts to include, or in the case of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockoffering, the Company shall use its reasonable best efforts to cause the managing underwriter of the proposed offering or underwriters to grant any request by the permit such Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thatinclude, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then filing the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated Registrable Securities for which registration is so requested, subject to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. paragraph (iiic) The Holder must provide to the Company all informationbelow, and take all action, shall use its reasonable best efforts to effect registration of such Registrable Securities under the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationSecurities Act. (c) The Company will pay all If the Piggy-Back Registration Expenses relates to an underwritten public offering and the managing underwriter of such proposed public offering advises CRIC and the Holders that, in its reasonable opinion, the number of Registrable Securities requested to be included in the Piggy-Back Registration together with the securities being registered by CRIC or any other security holder exceeds the Maximum Offering Size, then: (as defined belowi) in connection the event CRIC initiated the Piggy-Back Registration, CRIC shall include in such Piggy-Back Registration first, the securities CRIC proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount that together with the registration securities CRIC proposes to register, shall not exceed the Maximum Offering Size and shall be allocated among such selling security holders on a pro rata basis (based on the number of CRIC Shares held by each such selling security holder); and (ii) in the Shares pursuant to this Section 7. For purposes event any holder of this Warrantsecurities of CRIC initiated the Piggy-Back Registration, CRIC shall include in such Piggy-Back Registration first, the term "Registration Expenses" securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including the Participating Piggy-Back Holders), in an amount that together with the securities the initiating security holder proposes to register, shall mean all expenses incurred not exceed the Maximum Offering Size, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of CRIC Shares held by each such selling security holder) and third, any securities CRIC proposes to register, in an amount that together with the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for securities the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, initiating security holder and the expense other selling security holders propose to register, shall not exceed the Maximum Offering Size. (d) CRIC shall not hereafter enter into any agreement that is inconsistent with the rights of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderpriority provided in Section 3(c).

Piggy Back Registration. If the Company proposes to file a registration statement under the Securities Act with respect to any offering of its Common Stock for its own account or for the account of any of its respective securityholders (other than (a) If any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement, (b) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (c) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders, (d) a registration incidental to an issuance of debt securities under Rule 144A or (e) a registration of securities solely relating to an offering and sale to employees or directors of the Company shallpursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (a “Company Public Sale”), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective with respect to the Common Stock, then the Company shall have no obligation to effect a Piggy-Back Registration of Common Stock. Subject to Section 2.4, the Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt by such Holders of any such notice (or ten (10) Business Days in the case of a notice pursuant to a Shelf Registration Statement); 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 shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, in the absence of a request for a Demand Registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion effectiveness of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriterRegistration Statement. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at any time prior during the Demand Period a Demand Registration Statement with respect to the expiration of this Warrantan Automatic Conversion Holder’s Registrable Securities is not effective, authorize then such Automatic Conversion Holder may participate in a registration of its Common Stock with the Securities and Exchange Commission Piggy-Back Registration (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted as defined below) pursuant to this Section 7 by giving written notice 10(b); provided that, if and so long as a Demand Registration Statement is on file and effective with respect to such Automatic Conversion Holder’s Registrable Securities, then the Company within 20 days of the receipt of the written notice from the Company described aboveCorporation shall have no obligation to allow such Automatic Conversion Holder to participate in a Piggy-Back Registration. (bA) Notwithstanding If the Corporation proposes to file a registration statement under the Securities Act with respect to an underwritten equity offering by the Corporation for its own account or for the account of any of its respective securityholders of any class of security (other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: than (i) The obligations any registration statement filed by the Corporation under the Securities Act relating to an offering of Common Shares for its own account as a result of the Company exercise of the exchange rights set forth under this Section 7 shall not arise upon in the filing of Partnership Agreement, (ii) any registration statement filed pursuant to a Demand Right or (iii) a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 or S-8 (or any registration substitute form promulgated that may be adopted by the SEC in substitution of that form); Commission) or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement filed in connection with an underwritten public exchange offer or offering of Common Stocksecurities solely to the Corporation’s existing securityholders), then the Company Corporation shall give written notice of such proposed filing to the Automatic Conversion Holders as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall offer each Automatic Conversion Holder the opportunity to register all, but not less than all of the Registrable Securities, held by such Automatic Conversion Holder, pursuant to such registration statement (a “Piggy-Back Registration”). The Corporation shall use its best commercially reasonable efforts to cause the managing underwriter or underwriters of the a proposed underwritten offering to grant any request by permit the Holder that Shares purchased by the Holder upon the exercise of this Warrant Registrable Securities requested to be included in a Piggy-Back Registration to be included on the proposed public offering on same terms and conditions that are customary under industry practice. as any similar securities of the Company included therein. (B) Notwithstanding any other provision of this Agreementanything contained herein, if in the opinion of the managing underwriter or underwriters of an offering described in Section 10(b) hereof, the (i) size of the public offering that the Automatic Conversion Holders, the Corporation and such other Persons intend to make or (ii) kind of securities that the Automatic Conversion Holders, the Corporation and/or any other Persons intend to include in such offering are such that the success of the Common Stock gives written notice offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such underwriter’s opinion, the amount of securities to be offered for the accounts of Automatic Conversion Holders shall be reduced pro rata (according to the Company Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that, in the reasonable opinion case of a Piggy-Back Registration, if the securities are being offered for the account of other Persons as well as the Corporation, then with respect to the Registrable Securities intended to be offered by Automatic Conversion Holders, the proportion by which the amount of such managing underwriter, marketing factors require a limitation class of securities intended to be offered by Automatic Conversion Holders is reduced shall not exceed the proportion by which the amount of such class of the total number of shares of Common Stock securities intended to be underwrittenoffered by such other Persons is reduced; and (B) if the combination of the securities to be offered is the basis of such underwriter’s opinion, then (x) the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall Registrable Securities to be obligated to include included in the registration statement such offering shall be reduced as described in accordance with clause (A) above (subject to the limitations imposed by proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing underwriterunderwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. (iiiC) The Holder must provide to For the Company all information, and take all actionavoidance of doubt, the Parent reasonably requests with reasonable advance notice, rights to enable it a Piggy-Back Registration contained in this Section 10(b) are intended to comply with apply to any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection filed for an underwritten equity offering intended to close contemporaneously with the registration of Initial Listing (the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder“Initial Listed Offering”).

Piggy Back Registration. (ai) If the Company shall, at any time after the date hereof and prior to the expiration of this Warrant, authorize a registration of its Common Stock with the date on which all Registrable Securities and Exchange Commission (the "SEC")cease to be Registrable Securities, the Company shall furnish proposes to file a Registration Statement under the Holder 1933 Act with at least 30 days prior written notice thereof and the Holder shall have the option respect to include the Shares to be issued to the Holder upon the exercise an offering of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrantequity securities, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or other obligations exercisable or exchangeable for, shares or convertible into, equity securities, by the Company for its own account or for stockholders of Common Stock; the Company for their account (or by the Company and by stockholders of the Company), other than a Registration Statement (A) filed in connection with any employee stock option or other benefit plan, (B) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (C) for an offering of debt that is convertible into equity securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by of the SEC in substitution of that form); Company, or (D) for a stock optiondividend reinvestment plan, stock bonusthen the Company shall (1) give written notice of such proposed filing to the Investors as soon as practicable but in no event less than ten (10) days before the anticipated filing date, stock purchasewhich notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or other employee benefit or compensation plan or securities issued or issuable pursuant Underwriters, if any, of the offering, and (2) offer to any the Investors in such plannotice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and shall use its best commercially reasonable efforts to cause the managing underwriter Underwriter or Underwriters of the a proposed underwritten offering to grant any request by permit the Holder that Shares purchased by the Holder upon the exercise of this Warrant Registrable Securities requested to be included in a Piggy-Back Registration to be included on the proposed public offering on same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that are involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary under industry practice. Notwithstanding any other provision of this Agreement, if form with the Underwriter or Underwriters selected for such Piggy-Back Registration. (iii) If the managing underwriter of the public Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering of the Common Stock gives written notice to advises the Company that, and the holders of Registrable Securities in writing that the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total dollar amount or number of shares of Common Stock which the Company desires to be underwrittensell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the Investors, the Registrable Securities as to which registration has been requested under this Section 2(c), and the shares of Common Stock, if any, as to which registration has been requested pursuant to Other Holder Piggyback Rights, exceeds the Maximum Number of Shares, then the number Company shall include in any such registration: (A) If the registration is undertaken for the Company’s account: (1) first, the shares of Shares purchased by the Holder upon the exercise of this Warrant Common Stock or other securities that the Company shall desires to sell that can be obligated sold without exceeding the Maximum Number of Shares; (2) second, to include in the extent that the Maximum Number of Shares has not been reached under the foregoing clause (1), Registrable Securities as to which registration statement shall has been requested under this Section 2(c) that can be reduced in accordance with sold without exceeding the limitations imposed by Maximum Number of Shares; and (3) third, to the managing underwriterextent that the Maximum Number of Shares has not been reached under the foregoing clauses (1) and (2), the shares of Common Stock as to which registration has been requested pursuant to Other Holder Piggyback Rights that can be sold without exceeding the Maximum Number of Shares. (iiiB) The Holder must provide If the registration is a “demand” registration undertaken at the demand of persons other than the Investors pursuant to written contractual arrangements with such persons, (1) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (2) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (1), the shares of Common Stock or other securities that the Company all informationdesires to sell that can be sold without exceeding the Maximum Number of Shares; (3) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (1) and (2), Registrable Securities as to which registration has been requested under this Section 2(c) that can be sold without exceeding the Maximum Number of Shares, (4) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (1), (2), and take all action(3), the Parent reasonably requests with reasonable advance noticeshares of Common Stock, if any, as to enable it to comply with any applicable law or regulation or to prepare the which registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares has been requested pursuant to this Section 7. For purposes Other Holder Piggyback Rights that can be sold without exceeding the Maximum Number of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the HolderShares.

Piggy Back Registration. (a) If the Company shall, at any time prior to after the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")Public Date, the Company shall furnish proposes to register any of its securities under the Holder Securities Act in connection with at least 30 the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0, or any successor or similar forms), whether for the account of the Company or otherwise, it will promptly, but not later than thirty (30) days prior before the anticipated date of filing such registration statement, give written notice thereof and to all record holders of the Holder shall have Registrable Securities. Upon the option to include written request from any Holders (the Shares “Requesting Holders”), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Requesting Holders to be issued to the Holder upon the exercise of this Warrant included in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice , all to the Company within 20 days extent requisite to permit the sale or other disposition by the prospective seller or sellers of the receipt of the written notice from Requested Stock; provided, further, that nothing herein shall prevent the Company described abovefrom, at any time, abandoning or delaying any registration. (b) Notwithstanding If any other provision of this Warrant, the Company's obligations under this registration pursuant to Section 7 2(a) shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued underwritten in exchange for assets whole or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockpart, the Company shall use its best efforts to cause may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders. If in the good faith judgment of the managing underwriter of such public offering the proposed offering inclusion of all of the Requested Stock would reduce the number of shares to grant any request be offered by the Holder that Shares purchased Company or interfere with the successful marketing of the shares of stock offered by the Holder upon Company, the exercise number of this Warrant shares of Requested Stock otherwise to be included in the proposed underwritten public offering on terms may be reduced pro rata (by number of shares) among the Requesting Holders and conditions that all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are customary under industry practice. Notwithstanding thus excluded from the underwritten public offering and any other provision securities of this Agreementthe Company held by such holders shall be withheld from the market by the Holders thereof for a period, if not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the public offering Company under Section 2(a) shall not apply after the earlier of (i) the date that all of the Common Stock gives written notice Conversion Shares have been sold pursuant to Rule 144 under the Securities Act or an effective registration statement, or (ii) such time as the Conversion Shares are eligible for immediate resale pursuant to Rule 144(b)(1) under the Securities Act to the Holders. (c) If the registration statement is an offering to be made on a continuous basis pursuant to Rule 415 and is not on a Form S-3, and the Commission advises the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation that all of the total number of shares of Common Restricted Stock to may not be underwrittenincluded under Rule 415(a)(i), then the number of Shares purchased by the Holder upon the exercise shares of this Warrant that the Company shall be obligated Requested Stock otherwise to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in such registration statement may be reduced pro rata (by number of shares) among the registration. (c) The Company will pay Requesting Holders and all Registration Expenses (as defined below) in connection with the other holders of registration rights who have requested inclusion of the Shares pursuant their securities to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred an amount to which is permitted by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel Commission for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderresale under Rule 415(a)(i).

Piggy Back Registration. (a) If the Company shallIf, at any time prior and during the time after the Closing Date, the Shelf Registration Statement is not effective, and the Company proposes to file on its behalf and/or on behalf of any of its security holders (the “demanding security holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or in connection with an exchange offer, or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with Investor at least 30 days prior written notice thereof and before the Holder shall have initial filing with the option to include the Shares to be issued to the Holder upon the exercise SEC of this Warrant in such registration statement, which notice shall set forth the proposed offering price and the intended method of disposition of the securities proposed to be registered by Company. The Holder notice shall exercise offer to include in such filing (and any qualification under blue sky or other state securities laws or other compliance) the "piggy-back aggregate number of shares of Registrable Securities as the Investor may request. If the Investor desires to include in any such registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days statement all or any part of the receipt of Registrable Securities held by it, the written Investor shall, within twenty (20) days after the above-described notice from the Company, so notify the Company described abovein writing. If the Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, the Investor shall nevertheless continue to have the right under this Section 4 to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) Notwithstanding any other provision of this Warrant, If the Company's obligations registration statement under which the Company gives notice under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange 4 is for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockoffering, the Company shall use its best efforts to cause so advise the managing underwriter Investor. In such event, the right of the proposed offering Investor to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in a registration pursuant to this Section 4 shall be conditioned upon the proposed public offering on terms Investor’s participation in such underwriting and conditions that are the inclusion of its Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary under industry practiceform with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Investor). Notwithstanding any other provision of this the Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, determines in the reasonable opinion of such managing underwriter, good faith that marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant shares that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will may be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with underwriting shall be allocated, first, to the registration Company; second, to the demanding security holders on a pro rata basis; and third, to any stockholder of the Shares pursuant to this Section 7Company (other than the demanding security holders and including the Investor) on a pro rata basis. For purposes If the Investor disapproves of this Warrantthe terms of any such underwriting, the term "Registration Expenses" shall mean all expenses incurred Investor may elect to withdraw therefrom by written notice to the Company in complying with this Section 7and the underwriter, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements delivered at least ten (10) business days prior to the projected effective date of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the Investor is a partnership or corporation, related exhibitsthe partners, amendments retired partners and supplements theretostockholders of the Investor, underwriting documents, selected dealer agreements, preliminary or the estates and final prospectuses, and the expense family members of any special audits incident to or required by such partners and retired partners and any such registration, but excluding underwriting discounts and selling commissions attributable to trusts for the Shares and the fees and expenses benefit of any of the Holder's own counsel and accountants, which foregoing person shall be borne deemed to be a single “selling Investor,” and any pro rata reduction with respect to such “selling Investor” shall be based upon the aggregate amount of shares carrying registration rights owned by the Holderall entities and individuals.

Piggy Back Registration. (a) 1.1 If the Company shall, at any time prior on or after the date of the Closing the Company proposes to file any Registration Statement under the expiration 1933 Act (a “Registration Statement”) with respect to any offering of this Warrantequity securities, authorize or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a registration Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) in connection with a merger or acquisition, or (iv) filed solely for a firm underwritten offering of its Common Stock with the Securities and Exchange Commission (the "SEC")Shares, then the Company shall furnish the Holder with at least 30 days prior (x) give written notice thereof of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the Holder name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall have the option to include the Shares cause such Registrable Securities to be issued to the Holder upon the exercise of this Warrant included in such registration statement. The Holder and shall exercise cause the "piggymanaging underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-back registration rights" granted pursuant Back Registration on the same terms and conditions as any similar securities of the Company and to this Section 7 permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities at prevailing market prices within two business days of the date that the Registration Statement is declared effective by the SEC). 1.2 Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company within 20 days of such request to withdraw prior to the effectiveness of the receipt Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the written notice from the Company described above. (b) effectiveness of such Registration Statement. Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockwithdrawal, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below. 1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in complying such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment. 1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement and to complete such selling stockholder or similar questionnaire as is customary as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall promptly furnish the Company with such information as a condition to the inclusion of the Registrable Securities in the Registration Statement. 1.5 All fees and expenses incident to the performance of or compliance with this Section 7Exhibit B by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Shares are then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing feesthat may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, exchange listing fees, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, state Blue Sky (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expensesexpenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit B and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, transfer agent feesthe Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, cost without limitation, all salaries and expenses of engraving of stock certificatesits officers and employees performing legal or accounting duties), costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares annual audit and the fees and expenses incurred in connection with the listing of the Holder's own counsel Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities. 1.6 The Company and accountantsits successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 0000 Xxx) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit B, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit B of which the Company is aware. The Buyer shall indemnify the Company and its similar indemnified parties to the same extent that the Company is required to indemnify the Buyer hereunder but only to the extent, that Losses arise from untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. 1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be borne determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the HolderCompany or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Piggy Back Registration. (a) a. If the Company shall, proposes to file a registration statement at any time prior during the six months following the termination of the Private Placement with respect to any class of equity securities of the Company, whether for its own account (other than in connection with a registration statement on Form S-4 or S-8 (or any successor or substantially similar forms), or a registration statement filed in connection with an exchange offer or offering of securities solely to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"Company's existing shareholders), or for the account of a holder of securities of the Company, then the Company shall furnish the Holder with in each case give prompt written notice of such proposed filing to all Holders of Registrable Securities at least 30 15 days prior written before the anticipated filing date of any such registration statement by the Company, and such notice thereof and shall offer to all Holders the Holder shall opportunity to have any or all of the option to include the Shares to be issued to the Holder upon the exercise of this Warrant Registrable Securities held by such Holders included in such registration statement. The Each Holder shall exercise the "piggy-back registration rights" granted pursuant of Registrable Securities desiring to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations have its Registrable Securities registered under this Section 7 2.2 shall so advise the Company in writing within 10 days after date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such registration statement all such Registrable Securities so requested to be included therein subject to the limitations set forth in Section 6 hereof. Under no circumstances shall the rights and obligations set forth in this Section 2.2 apply to any registration statement filed by the Company after six months following terms and conditions:the termination of the Private Placement. (i) The obligations b. Nothing in this Section 2.2 shall create any liability on the part of the Company set forth under this Section 7 shall or any other person to the Holders if the Company or any other person should, for any reason, decide not arise upon the filing of to file a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued filed pursuant to a transaction registered on Form S-4 (Section 2.2 or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any withdraw such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering subsequent to its filing, regardless of Common Stockany action whatsoever that a Holder may have taken, the Company shall use its best efforts to cause the managing underwriter whether as a result of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred issuance by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to notice under Section 2.2 or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderotherwise.

Piggy Back Registration. (a) If Subject to the terms and conditions hereof, if the Company shall, proposes to register any Common Stock for its own account or for the account of others at any time prior following the first anniversary of the IPO (other than (i) on a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or (ii) in connection with an exchange offer or offering of securities solely to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"Company’s existing securityholders), then the Company shall furnish the Holder with at least 30 days prior give written notice thereof of such proposed filing to the Holders as soon as practicable; such notice shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known) and offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Piggy-Back Registration. The Company, subject to the option terms and conditions of this Agreement, shall use its commercially reasonable efforts to include cause the Shares managing Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities equal to or greater than the Minimum Registration Amount held by the Holders requested to be issued included in a Piggy-Back Registration to be included on the Holder upon same terms and conditions as any equity securities of the exercise of this Warrant Company included therein. Participation in such registration statement. The Holder shall exercise the "piggya Piggy-back registration rights" granted pursuant to Back Registration as provided in this Section 7 by giving written notice to the Company within 20 days 2.2 shall not count as a Demand Registration for purposes of the receipt of the written notice from the Company described aboveSection 2.1. (b) Notwithstanding In connection with any other provision of this Warrant, the Company's obligations Piggy-Back Registration under this Section 7 shall be subject to 2.2 for the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common StockCompany’s account, the Company shall use its best efforts not be required to cause include a Holder’s Registrable Securities in the managing underwriter Piggy-Back Registration unless such Holder accepts the terms of the proposed offering to grant any request underwriting as agreed upon between the Company and the underwriters selected by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationCompany. (c) The If, at any time after giving written notice of its intention to register any of its equity securities as set forth in this Section 2.2 and prior to the time the registration statement filed in connection with such Piggy-Back Registration is declared effective, the Company will shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggy-Back Registration (but not from its obligation to pay all the Registration Expenses (as defined below) in connection with therewith as provided herein); provided that the Holder may continue the registration of the Shares as a Demand Registration pursuant to this the terms of Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder2.1.

Piggy Back Registration. (a) If the Company shall, at any time prior during the Demand Period a Demand Registration Statement with respect to the expiration of this Warrantan Automatic Conversion Holder’s Registrable Securities is not effective, authorize then such Automatic Conversion Holder may participate in a registration of its Common Stock with the Securities and Exchange Commission Piggy-Back Registration (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted as defined below) pursuant to this Section 7 by giving written notice 10(b); provided that, if and so long as a Demand Registration Statement is on file and effective with respect to such Automatic Conversion Holder’s Registrable Securities, then the Company within 20 days of the receipt of the written notice from the Company described aboveCorporation shall have no obligation to allow such Automatic Conversion Holder to participate in a Piggy-Back Registration. (bA) Notwithstanding If the Corporation proposes to file a registration statement under the Securities Act with respect to an underwritten equity offering by the Corporation for its own account or for the account of any of its respective securityholders of any class of security (other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: than (i) The obligations any registration statement filed by the Corporation under the Securities Act relating to an offering of Common Shares for its own account as a result of the Company exercise of the exchange rights set forth under this Section 7 shall not arise upon in the filing of Partnership Agreement, (ii) any registration statement filed in connection with a demand registration or (iii) a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 or S-8 (or any registration substitute form promulgated that may be adopted by the SEC in substitution of that form); Commission) or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement filed in connection with an underwritten public exchange offer or offering of Common Stocksecurities solely to the Corporation’s existing securityholders), then the Company Corporation shall give written notice of such proposed filing to the Automatic Conversion Holders as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall offer each Automatic Conversion Holder the opportunity to register all, but not less than all of the Registrable Securities, held by such Automatic Conversion Holder (a “Piggy-Back Registration”). The Corporation shall use its best commercially reasonable efforts to cause the managing underwriter or underwriters of the a proposed underwritten offering to grant any request by permit the Holder that Shares purchased by the Holder upon the exercise of this Warrant Registrable Securities requested to be included in a Piggy-Back Registration to be included on the proposed public offering on same terms and conditions that are customary under industry practice. as any similar securities of the Company included therein. (B) Notwithstanding any other provision of this Agreementanything contained herein, if in the opinion of the managing underwriter or underwriters of an offering described in Section 10(b) hereof, the (i) size of the public offering that the Automatic Conversion Holders, the Corporation and such other Persons intend to make or (ii) kind of securities that the Automatic Conversion Holders, the Corporation and/or any other Persons intend to include in such offering are such that the success of the Common Stock gives written notice offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such underwriter’s opinion, the amount of securities to be offered for the accounts of Automatic Conversion Holders shall be reduced pro rata (according to the Company Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that, in the reasonable opinion case of a Piggy-Back Registration, if the securities are being offered for the account of other Persons as well as the Corporation, then with respect to the Registrable Securities intended to be offered by Automatic Conversion Holders, the proportion by which the amount of such managing underwriter, marketing factors require a limitation class of securities intended to be offered by Automatic Conversion Holders is reduced shall not exceed the proportion by which the amount of such class of the total number of shares of Common Stock securities intended to be underwrittenoffered by such other Persons is reduced; and (B) if the combination of the securities to be offered is the basis of such underwriter’s opinion, then (x) the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall Registrable Securities to be obligated to include included in the registration statement such offering shall be reduced as described in accordance with clause (A) above (subject to the limitations imposed by proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing underwriter. (iii) The Holder must provide underwriter or underwriters, be insufficient to substantially eliminate the Company all informationadverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that such Registrable Securities will be included in the registrationexcluded from such offering. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at ASTI proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 (or any successor form) for securities to be offered in a transaction of its Common Stock the type referred to in Rule 145 under the Securities Act or to employees of ASTI pursuant to any employee benefit plan, respectively) for the registration of ASTI Shares (a “Piggy-Back Registration”), it shall give written notice to Selling Shareholder at least thirty (30) days before the initial filing with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise SEC of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant statement (a “Piggy-Back Registration Statement”), which notice shall set forth the number of ASTI Shares ASTI and other holders, if any, then contemplate including in such registration and the intended method of disposition of such ASTI Shares. The notice shall offer to this Section 7 by giving written notice to include in such filing the Company within 20 days aggregate number of the receipt of the written notice from the Company described aboveRegistrable Securities as Selling Shareholder may request. (b) Notwithstanding any other provision of this Warrant, the Company's obligations If Selling Shareholder desires to have Registrable Securities registered under this Section 7 3, it shall be subject advise ASTI in writing within ten (10) days after the date of receipt of such offer from ASTI of its desire to the following terms and conditions: (i) The obligations of the Company set forth have Registrable Securities registered under this Section 7 3, and shall not arise upon set forth the filing number of Registrable Securities for which registration is requested. ASTI shall thereupon include, or in the case of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockoffering, the Company shall use its reasonable best efforts to cause the managing underwriter of the proposed offering or underwriters to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice permit such Selling Shareholder to the Company thatinclude, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then filing the number of Shares purchased Registrable Securities for which registration is so requested by Selling Shareholder, subject to paragraph (c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Holder upon the exercise Securities Act. Any withdrawal of this Warrant that the Company shall be obligated to include in the registration statement by ASTI for any reason shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, constitute and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with effect an automatic withdrawal of any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationPiggy-Back Registration related thereto. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises ASTI and Selling Shareholder in writing that, in its opinion, the number of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by ASTI or any other security holder would be greater than the total number of securities which can be sold in the offering without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then: (i) in the event ASTI initiated the Piggy-Back Registration, ASTI shall include in such Piggy-Back Registration first, the securities ASTI proposes to register and second, the securities of all other selling security holders, including Selling Shareholder, to be included in such Piggy-Back Registration in an amount that together with the securities ASTI proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of ASTI held by each such selling security holder); and (ii) in the event any holder of securities of ASTI initiated the Piggy-Back Registration, ASTI shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Selling Shareholder), in an amount that together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of ASTI held by each such selling security holder) and third, any securities ASTI proposes to register, in an amount that together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Securities. (d) ASTI shall not hereafter enter into any agreement that is inconsistent with the rights of priority provided in Section 3(c). (e) The Company will pay all shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Selling Shareholder has elected to include securities in such registration. The Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which withdrawn registration shall be borne by the HolderCompany.

Piggy Back Registration. (a) In the event that the Company intends to file any registration statement with respect to the sale of its Common Stock or Convertible Securities, the Holder shall have piggy-back registration rights as set forth herein. 7.2.1 If the Company shallat any time proposes to register any of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or any successor or similar forms) or (y) pursuant to Section 7.1) whether for its own account or for the account of the holder or holders of any other equity securities of the Company, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 7.2.1. Upon the written request of any such holder made within twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be registered by such holder), the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided that if, at any time after giving written notice of its intention to register any securities and prior to the expiration effective date of this Warrant, authorize a the registration of its Common Stock statement filed in connection with the Securities and Exchange Commission (the "SEC")such registration, the Company shall furnish determine for any reason either not to register or to delay registration of such securities, the Holder with Company may, at least 30 days prior its election, give written notice thereof and the Holder shall have the option of such determination to include the Shares to be issued to the Holder upon the exercise each holder of this Warrant Registrable Securities that had requested inclusion of Registrable Securities in such registration statement. The Holder and, thereupon, (i) in the case of a determination not to register, shall exercise be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice Registration Expenses in connection therewith), without prejudice, however, to the Company within 20 days rights of any holder of Registrable Securities entitled to request that such registration be effected as a registration under Section 7.1 above, and (ii) in the receipt case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the written notice from same period as the Company described above. (b) Notwithstanding any delay in registering such other provision of this Warrant, the Company's obligations securities. No registration affected under this Section 7 7.2 shall be subject to the following terms and conditions: (i) The obligations of relieve the Company set forth of its obligation to effect any registration upon request under this Section 7 7.1 above, nor shall not arise upon the filing of a any such registration statement that covers any of the following: (A) securities proposed hereunder be deemed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued have been effected pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practiceSection 7.1 above. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the each registration of the Shares Registrable Securities pursuant to this Section 7. For purposes 7.2. 7.2.2 If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this WarrantSection 7.2 and such securities are to be distributed by or through one or more underwriters, the term "Registration Expenses" Company will, if requested by any holder of Registrable Securities as provided in this Section 7.2, use its commercially reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall mean all expenses incurred by inform the Company in complying with this Section 7, including, without limitation, all and holders of the Registrable Securities requesting such registration and filing feesall other holders of any Other Securities in respect of such underwritten offering, exchange listing feesby letter of its belief that inclusion in such distribution of all or a specified number of the securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities and such Other Securities which may be distributed without such effect), printing expensesthen the Company may, fees upon written notice to all holders of such Registrable Securities and disbursements holders of counsel such Other Securities, reduce pro rata (if and to extent stated by such managing underwriter to be necessary to eliminate such effect) first the number of Registrable Securities that have been requested be included in such registration statement and second the number of Other Securities that have been requested be included in such registration statement so that the resultant aggregate number of such Registrable Securities and Other Securities so included in such registration, together with the number of securities to be included in the registration for the account of the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable shall be equal to the Shares and the fees and expenses number of the Holder's own counsel and accountants, which shall be borne by the Holdersecurities stated in such managing underwriter’s letter.

Piggy Back Registration. (a) If the Company shall, at any time prior proposes to the expiration of this Warrant, authorize file a registration of its Common Stock with statement under the Securities and Exchange Commission Act with respect to an offering by the Company for its own account or for the account of others (the "SECINITIATING SHAREHOLDERS") of any class of security (other than pursuant to a registration statement on Forms S-4 or S-8 (or successor forms) or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), including a Demand Registration Statement or a Shelf Registration Statement, then, subject to the last sentence of SECTION 2(A), the Company shall furnish the Holder with at least 30 days prior in each case give written notice thereof and of such proposed filing to the Holder holders of Registrable Common Stock (which notice shall have indicate, to the option to include extent then known, the Shares proposed managing underwriter or underwriters, if such offering is to be issued underwritten, and such other terms of the proposed offering that the Company reasonably believes to be material to the Holder upon the exercise holders of this Warrant Registrable Common Stock) and shall include in such registration statement. The Holder statement all or a portion of the Registrable Common Stock owned by such holders which such holders shall exercise the "piggy-back registration rights" granted pursuant request to this Section 7 be so included by giving written notice given by such holders to the Company within 20 10 business days of the after such holder's receipt of the written such notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject a "PIGGY-BACK REGISTRATION"). Subject to the following terms and conditions: (i) The obligations last sentence of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that formSECTION 2(A); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause effect the registration of all Registrable Common Stock requested to be so registered in such offering on the same terms and conditions as any securities of the Company of the same class included therein. If the managing underwriter or underwriters of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreementan underwritten offering, if any, advise the managing underwriter holders of the public offering of the Registrable Common Stock gives written notice to the Company thatin writing that in its or their reasonable opinion or, in the reasonable opinion case of a Piggyback Registration not being underwritten, the Company shall reasonably determine (and notify the holders of Registrable Common Stock of such managing underwriterdetermination), marketing factors require a limitation after consultation with an investment banker of nationally recognized standing, that the total number of shares of Common Stock or other securities proposed to be underwrittensold in such registration will adversely affect the success of such offering, then the Company will include in such registration the number of Shares purchased securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (A) if such registration was initiated by the Holder upon Company, (i) FIRST, the shares the Company proposed to sell, (ii) SECOND, the Registrable Common Stock and other shares of Common Stock requested to be included in such registration by the holders thereof entitled to participate in such registration under this Agreement or under any registration rights agreement in effect on the date hereof and (iii) THIRD, the Common Stock requested to be included in such registration by the holders thereof entitled to participate in such registration under a registration rights agreement effective after the date hereof and (B) if such registration was initiated as the result of the exercise of a demand registration right of holders of Common Stock and the holders referred to in the last sentence of SECTION 2(A) have consented to the inclusion of such other securities (i) FIRST, the shares of Common Stock requested to be included in such registration by the demanding holders pro rata among those requesting such registration on the basis of the number of shares of Common Stock requested to be included), (ii) SECOND, shares to be issued and sold by the Company and shares held by Persons other than the demanding holders and requested to be included in such registration either pursuant to this Warrant Agreement or pursuant to any registration rights agreement in effect on the date hereof and (iii) THIRD, the Common Stock requested to be included in such registration by the holders thereof entitled to participate in such registration under registration rights agreements effective after the date hereof. To the extent that the Company privilege of including Registrable Common Stock or other shares of Common Stock in any Piggyback Registration must be allocated among the holders thereof pursuant to clause (A)(ii) or (B)(ii) above, the allocation shall be obligated made pro rata based on the number of shares of Common Stock that each such participant shall have requested to include therein and to the extent that the privilege of including Common Stock in any Piggyback Registration must be allocated among the registration statement holders thereof pursuant to clause (A)(iii) or (B)(iii) above, the allocation shall be reduced made pro rata based on the number of shares of Common Stock that each such participant shall have requested to include therein. Notwithstanding the above, if the managing underwriter or underwriters of an underwritten offering, if any, advise the Company that it or they intend to sell, as an over-allotment option, a number of shares of Common Stock or other securities in accordance with excess of the limitations imposed number of shares of Common Stock requested to be sold by the managing underwriterparties pursuant to this SECTION 4(A) (the "EXCESS STOCK"), the Excess Stock to be sold shall be sold by the holders of the Registrable Common Stock and shall be allocated among them pro rata based upon the number of shares of Registrable Common Stock that each such holder holds in excess of the stock requested to be sold pursuant to this SECTION 4(A). (iiib) The Holder must provide holders of Registrable Common Stock to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters. The representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the holders of Registrable Common Stock to be distributed by such underwriters, and the conditions precedent to the obligations of such holders of Registrable Common Stock under such underwriting agreement shall be reasonably satisfactory to such holders. Such holders shall not be required to make any representations or warranties to the Company all informationor its underwriters other than representations or warranties regarding such holder, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included such holder's interest in the registration. (c) shares to be distributed and such holder's intended method of distribution. The Company will pay all Registration Expenses (as defined below) in connection with shall have the right to discontinue any piggy-back registration under this SECTION 4 at any time prior to the effective date of such registration if the registration of the Shares pursuant securities giving rise to such registration under this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred SECTION 4 is discontinued by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to but no such discontinuation shall preclude an immediate or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne subsequent request by the Holderholders of Registrable Common Stock for registration pursuant to SECTION 2 hereof if otherwise permitted.

Piggy Back Registration. From and after the date that is ninety (a90) If days after the date of this Agreement and until the third anniversary of the Closing Date, for so long as any of the Registrable Securities are outstanding and are not the subject of an effective registration statement, if the Company shallcontemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities other than (i) a registration on Form S-8 or S-4, or any successor or similar forms; and (ii) a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of assets, the Company will at any each such time prior give prompt written notice to the expiration of this Warrant, authorize a registration Holders’ Representative and the Investors of its Common Stock with intention to do so and of the Investor’s rights under this Agreement. Upon the written request of any Investor made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and Exchange Commission (the "SEC"intended method of disposition thereof), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall will use its best efforts to cause effect the managing underwriter registration of all Registrable Securities which the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the proposed offering to grant any request Registrable Securities by the Holder that Shares purchased Investors requesting registration, by the Holder upon the exercise inclusion of this Warrant be included such Registrable Securities in the proposed public offering on terms and conditions Registration Statement which covers the securities which the Company proposes to register; provided, that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter Company is unable to register the full amount of Registrable Securities in an “at the market offering” under Commission rules and regulations due to the high percentage of the public offering of the Company’s Common Stock gives written notice the Registrable Securities represents (giving effect to the Company that, all other securities being registered in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwrittenRegistration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Shares purchased by Registrable Securities that the Holder upon Company is permitted to register in an “at the exercise market offering”; and provided, further, that if, at any time after giving written notice of this Warrant that its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such determination to the Holders’ Representative and the Investors requesting registration and, thereupon, (i) in the case of a determination not to register, the Company shall be obligated relieved of its obligation to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with register any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) Registrable Securities in connection with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of the Shares pursuant a determination to this Section 7. For purposes of this Warrantdelay registering such Registrable Securities, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7be permitted to delay registering any Registrable Securities, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing same period as the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any delay in registering such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderother securities.

Piggy Back Registration. (ai) If Notwithstanding anything contained herein, if the Company shallmanaging Underwriter or Underwriters of any underwritten offering described in Section 2.3 have informed, at in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, Holders and any time prior other Persons holding securities of the same class as the Registrable Securities desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the expiration success of this Warrantsuch offering, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")then, the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to will include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall (A) first, all the shares the Company offered for its own account, if any, (B) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, the shares offered by the holders of securities as a result of their exercise of "demand" registration rights by such holders, if any, and (C) then, if additional shares may be included in such registration without materially and adversely affecting the "success of such offering, the number of shares offered by the Holders and such other holders of securities of the same class as the Registrable Securities whose piggy-back registration rights" granted pursuant to this Section 7 by giving written notice rights may not be reduced without violating their contractual rights (provided such contractual rights were in existence prior to the Company within 20 days date of this Agreement), on a pro rata basis in proportion to the relative number of Registrable Securities of the receipt of holders (including the written notice from the Company described above. (bHolders) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued participating in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such planregistration. (ii) If the Company files a registration statement managing Underwriter or Underwriters of any underwritten offering described in connection with an underwritten public Section 2.3 notify the Holders requesting inclusion in such offering that the kind of Common Stocksecurities that the Holders, the Company shall use its best efforts and any other Persons desiring to cause participate in such registration intend to include in such offering is such as to materially and adversely affect the managing underwriter success of such offering, (A) the proposed offering Registrable Securities to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public such offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, shall be reduced as described in clause (i) above or (B) if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thatsuch reduction would, in the reasonable opinion of such managing underwriter, marketing factors require a limitation judgment of the total number managing Underwriter or Underwriters, be insufficient to substantially eliminate the material adverse effect that inclusion of shares of Common Stock the Registrable Securities requested to be underwrittenincluded would have on such offering, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that such Registrable Securities will be included in the registrationexcluded from such offering. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If In the event that the Company shallproposes to register any Common Stock under the 1933 Act, at any time prior other than pursuant to the expiration of this Warrant, authorize a registration statement on Forms S-4 or S-8 or any successor to such Forms, either for its own account or for the purpose of its the sale of Common Stock with owned by any present or future holder of Common Stock, or any other obligation of the Securities and Exchange Commission (the "SEC")Company to register securities on Form X-0, XX-0, X-0 or S-3, or any successor to such Forms, the Company shall furnish the Holder with mail or deliver to all holders of Registrable Securities, at least 30 10 days prior to the filing with the SEC of the registration statement covering such Common Stock, a written notice thereof and the Holder shall have the option (a “Registration Notice”) of its intention so to include the Shares to be issued to the Holder upon the exercise of this Warrant in register such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described aboveCommon Stock. (b) Notwithstanding any other provision In the event that a Registration Notice shall have been so mailed or delivered, each holder of this Warrant, Registrable Securities may elect to include in such registration statement such percentage of its Registrable Securities as equals the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations percentage derived by adding all of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction Stock registered on Form S-4 (or any registration form promulgated by behalf of each of the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any holders on whose behalf such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering is being filed (excluding the holders of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request Registrable Securities) and dividing such number by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock owned by such holders (excluding the holders of Registrable Securities). To the extent that a holder of Registrable Securities chooses to include such Registrable Securities as it is entitled to include pursuant to the preceding sentence such holder shall mail or deliver to the Company, a written notice (a “Supplemental Notice”) (i) specifying the number of shares of Registrable Securities proposed to be sold or otherwise transferred by such holder, (ii) describing the proposed manner of sale or other transfer thereof under the Securities Act; PROVIDED, HOWEVER, that such Supplemental Notice shall be so mailed or delivered by such holder not more than 5 days after the date of delivery to such holder of a Registration Notice. (c) If the registration of which the Company gives notice as provided above is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the Registration Notice given pursuant to this Section 2. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 2 shall be conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the shares of Common Stock to be registered by the Company and shares of Common Stock held by Persons who by virtue of agreements with the Company are entitled to include shares in such registration (the “Other Shareholders”)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (d) Notwithstanding any other provision of this Section 2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, then the underwriter may exclude from such registration and underwriting all of the Registrable Securities which would otherwise be underwritten pursuant to this Section 2. The Company shall so advise all holders of securities requesting registration of any limitations on the number of Shares purchased by shares to be underwritten and the Holder upon number of shares of securities that are entitled to be included in the exercise of this Warrant that registration, then the Company shall be obligated to include in the such registration statement shall only such limited portion (which may be reduced in accordance with none) of the limitations imposed by Registrable Securities as the managing underwriterunderwriter determines in good faith. (iiie) The Holder must provide Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationholders of Registrable Securities. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at any time prior to after the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")Public Date, the Company shall furnish proposes to register any of its securities under the Holder Securities Act in connection with at least 30 the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0, or any successor or similar forms), whether for the account of the Company or otherwise, it will promptly, but not later than thirty (30) days prior before the anticipated date of filing such registration statement, give written notice thereof and to all record holders of the Holder shall have Registrable Securities. Upon the option to include written request from any Holders (the Shares “Requesting Holders”), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Requesting Holders to be issued to the Holder upon the exercise of this Warrant included in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice , all to the Company within 20 days extent requisite to permit the sale or other disposition by the prospective seller or sellers of the receipt of the written notice from Requested Stock; provided, further, that nothing herein shall prevent the Company described abovefrom, at any time, abandoning or delaying any registration. (b) Notwithstanding If any other provision of this Warrant, the Company's obligations under this registration pursuant to Section 7 2(a) shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued underwritten in exchange for assets whole or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockpart, the Company shall use its best efforts to cause may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders. If in the good faith judgment of the managing underwriter of such public offering the proposed offering inclusion of all of the Requested Stock would reduce the number of shares to grant any request be offered by the Holder that Shares purchased Company or interfere with the successful marketing of the shares of stock offered by the Holder upon Company, the exercise number of this Warrant shares of Requested Stock otherwise to be included in the proposed underwritten public offering on terms may be reduced pro rata (by number of shares) among the Requesting Holders and conditions that all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are customary under industry practice. Notwithstanding thus excluded from the underwritten public offering and any other provision securities of this Agreementthe Company held by such holders shall be withheld from the market by the Holders thereof for a period, if not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the public offering Company under Section 2(a) shall not apply after the earlier of (i) the date that all of the Common Stock gives written notice Conversion Shares have been sold pursuant to Rule 144 under the Securities Act or an effective registration statement, or (ii) such time as the Conversion Shares are eligible for immediate resale pursuant to Rule 144(k) under the Securities Act to the Holders. (c) If the registration statement is an offering to be made on a continuous basis pursuant to Rule 415 and is not on a Form S-3, and the Commission advises the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation that all of the total number of shares of Common Restricted Stock to may not be underwrittenincluded under Rule 415(a)(i), then the number of Shares purchased by the Holder upon the exercise shares of this Warrant that the Company shall be obligated Requested Stock otherwise to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in such registration statement may be reduced pro rata (by number of shares) among the registration. (c) The Company will pay Requesting Holders and all Registration Expenses (as defined below) in connection with the other holders of registration rights who have requested inclusion of the Shares pursuant their securities to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred an amount to which is permitted by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel Commission for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderresale under Rule 415(a)(i).

Piggy Back Registration. (a) If the Company shall, at any time prior after the first anniversary of the Closing Date the Company proposes to file a Registration Statement under the expiration Securities Act with respect to an offering by the Company for its own account (including for the purpose of this Warranteffecting any transaction approved by the Company's board of directors under the terms of Section 6(b)(vi) or Section 6(c)(i) of the CCI Shareholders' Agreement, authorize a registration or which the Shareholder Parties agree to proceed with under the terms of Section 9 of the CCI Shareholders' Agreement, which the Company hereby agrees to undertake) or for the account of any of its Common Stock with respective security holders (other than a Registration Statement on Form S-4 or Form S-8 or on any other form inappropriate for an underwritten public offering or related solely to securities to be issued in a merger, acquisition of the Securities and Exchange Commission stock or assets of another entity or in a similar transaction (or any substitute form that may be adopted by the "SEC"Commission), including a Registration Statement pursuant to a Demand Registration under Section 2.2), then the Company shall furnish give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of New Registrable Securities as each such Holder may request (which request shall specify the New Registrable Securities intended to be disposed of by such Holder and shall also state the intent of the Holder to offer New Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the New Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such New Registrable Securities in accordance with at least 30 days prior written notice thereof and the intended method of distribution thereof. Any Holder shall have the option right to include the Shares to be issued to the Holder upon the exercise withdraw its request for inclusion of this Warrant its New Registrable Securities in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted any Registration Statement pursuant to this Section 7 2.3 by giving written notice to the Company within 20 days of its request to withdraw, provided that in the receipt event of such withdrawal (other than pursuant to Section 2.5(c) hereof), such Holder shall be responsible for the written notice from fees and expenses referred to in Section 3.2(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.3, and no failure to effect a registration under this Section 2.3, shall relieve the Company described above. (b) Notwithstanding of its obligation to effect a registration upon the request of Holders pursuant to Section 2.2, and no failure to effect a registration under this Section 2.3 and to complete the sale of New Registrable Securities in connection therewith shall relieve the Company of any other provision of obligation under this WarrantAgreement (including, without limitation, the Company's obligations under this Section 7 shall be subject to the following terms Sections 3.2 and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form4.1); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If Whenever during the Company shallEffective Period the Issuer shall propose to file a registration statement under the 1933 Act relating to the public offering of Issuer Class A Common Stock for cash (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms, or an offering of securities solely to existing stockholders or employees of the Issuer), including in respect of a Demand Registration, the Issuer shall (i) provide a written notice at any time least 20 days prior to the expiration of this Warrantfiling thereof to each Holder, authorize a specifying the approximate date on which the Issuer proposes to file such registration statement and advising such Holder of its Common Stock with right to have any or all of the Registrable Securities and Exchange Commission (held by such Holder included among the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares securities to be issued covered thereby and (ii) at the written request of any such Holder given to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company Issuer within 20 15 days of the after receipt of the such written notice from the Company described aboveIssuer, include among the securities covered by such registration statement the number of Registrable Securities that such Holder shall have requested be so included (subject, however, to reduction in accordance with Section 2.01(b) and subject to compliance with any restrictions to which such Holder may be subject under the Governance Agreement). The Issuer shall use reasonable efforts to cause the lead or managing underwriter, if any, of any proposed underwritten offering to permit the Holders of Registrable Securities requested to be covered by the registration statement for such offering to include such securities in such offering on the same terms and subject to the same conditions as any similar securities included therein; provided, however, that the Issuer shall not be required under this Section 2.01(a) to use any efforts to cause any lead or managing underwriter of any such offering to permit any such Holder to include any such securities in such offering unless such Holder accepts the terms of any underwriting agreed upon between the Issuer (and any other Holder whose securities are included in such offering) and such underwriter (and any other underwriter) and performs such Holder's obligations thereunder. (b) Notwithstanding Each Holder of Registrable Securities desiring to participate in an offering pursuant to Section 2.01(a) may include shares of Issuer Class A Common Stock in any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject registration statement relating to such offering to the following terms and conditions: (i) The obligations extent that the inclusion of the Company set forth under this Section 7 such shares of Issuer Class A Common Stock shall not arise upon reduce the filing number of a registration statement that covers any shares of the following: (A) securities proposed Issuer Class A Common Stock to be issued in exchange offered and sold by the Issuer pursuant thereto. If the lead or managing underwriter for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued an underwritten offering pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of Section 2.01(a) determines that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of on the total number of shares of Issuer Class A Common Stock to be underwritten, then the number of Shares purchased offered and sold by the Holder upon stockholders of the exercise of this Warrant that the Company Issuer in such offering, there shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationoffering only that number of shares of Issuer Class A Common Stock, if any, that such lead or managing underwriter reasonably and in good faith believes will not jeopardize the success of the offering of all the shares of Issuer Class A Common Stock that the Issuer desires to sell for its own account (including a material reduction in the price per share of the shares of Issuer Class A Common Stock to be sold). In such event, and provided the lead or managing underwriter has so notified the Issuer in writing, the number of shares of Issuer Class A Common Stock to be offered and sold by stockholders of the Issuer, including Holders of Registrable Securities, desiring to participate in such offering shall be allocated among such stockholders of the Issuer pro rata on the basis of the relative number of shares requested to be included therein by each such stockholder. (c) The Company will Nothing in this Section 2.01 shall create any liability on the part of the Issuer to the Holders of Registrable Securities if the Issuer for any reason should decide not to file a registration statement proposed to be filed pursuant to Section 2.01(a) or to withdraw a registration statement filed pursuant to Section 2.01(a) subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Issuer of any notice under this Section 2.01 or otherwise; provided that any Demand Holder shall be entitled to initiate or continue such registration as a Demand Registration pursuant to Section 2.02 following such failure to file or withdrawal to the extent that such registration by such Demand Holder would otherwise satisfy the requirements of Section 2.02 and provided further that the Issuer shall be obligated to pay all Registration Expenses (as defined below) to the extent incurred in connection with the any such registration of the Shares statement proposed to be filed or withdrawn subsequent to its filing. (d) A request by Holders to include Registrable Securities in a proposed underwritten offering pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" 2.01(a) shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel not be deemed to be a request for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holdera Demand Registration.

Piggy Back Registration. (a) If the Rights The Company shall, at any time prior agrees to the expiration of this Warrant, authorize a registration of its Common Stock provide Purchaser with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "following piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of If, at any time after the Closing Date, the Company set forth under this Section 7 shall determine to register any of its Common Stock for its own account or for the account of others, other than a registration relating solely to "employee benefit plans" (Form S-8), or a registration relating solely to a Commission Rule 145 transaction (Form S-4), or a registration on any registration form which does not arise upon permit secondary sales the Company will give notice to the Purchaser of its intention to effect such a registration prior to the anticipated date of filing with the SEC of a registration statement that covers any with respect to such registration. Such notice shall offer the Purchaser the opportunity to include in such registration statement all or part of the following: DBSI Common Stock purchased hereunder (Aa "Piggyback Registration"). Subject to the provisions hereof, the Company shall include in such Piggyback Registration all shares with respect to which the Company has received a written request from the Purchaser for inclusion therein within fifteen (15) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated calendar days after the receipt by the SEC in substitution Purchaser of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such planthe Company's notice. (ii) If a Piggyback Registration is being made with respect to an underwritten primary registration on behalf of the Company files a and the managing underwriter or underwriters advise the Company in writing that in their opinion the total number or dollar amount of securities of any class requested to be included in such registration statement in connection with an underwritten public offering is sufficiently large to adversely affect the success of Common Stocksuch offering, the Company shall use its best efforts include in such registration: (i) first, all securities the Company proposes to cause sell to the managing underwriter public, the proceeds of which shall go to the Company, (ii) second, up to the full number of the proposed offering shares requested to grant any request be included by selling stockholders who, prior to the Holder that Shares purchased by Closing Date, have entered into agreements providing registration rights from the Holder upon Company, and (iii) third, up to the exercise full number of this Warrant shares of DBSI Common Stock requested to be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter such registration in excess of the public offering number or dollar amount of the Common Stock gives written notice to securities the Company thatproposes to sell which, in the reasonable opinion of such managing underwriterunderwriter or underwriters, marketing factors require a limitation of can be sold without adversely affecting the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriteroffering. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. If the Company proposes to file a registration statement under the Securities Act with respect to any offering of its securities for its own account or for the account of any of its securityholders (other than (a) any registration statement filed by the Company under the Securities Act pursuant to Section 2.1 or Section 2.2, (b) a registration statement on Form S-4 or Form S-8 (or any related form or substitute form that may be adopted by the Commission), (c) a registration incidental to an issuance of debt securities, (d) in connection with any dividend or distribution reinvestment or similar plan, or (e) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (a “Piggy-Back Registration Statement”), then the Company shall give written notice of such proposed filing to the Holders (a “Piggy-Back Notice”) as soon as practicable (but in no event less than fifteen (15) days before the anticipated filing date) (such a registration, a “Piggy-Back Registration”). The Piggy-Back Notice shall state the intended method of disposition of the securities in the Piggy-Back Registration, and such notice shall offer the Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request. Any Holder may elect to include its Registrable Securities in such Piggy-Back Registration by delivering written notice of such election (including the number of shares of Registrable Securities it desires to include) within fifteen (15) days of receipt of the Piggy-Back Notice. If the Piggy-Back Registration is in the form of an underwritten offering (an “Underwritten Piggy-Back Offering”), the Company shall, shall use reasonable best efforts to cause the managing Underwriter or Underwriters of such Underwritten Piggy-Back Offering to permit the Registrable Securities requested to be included therein to be included on the same terms and conditions as apply to the Company and any other securityholders. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggy-Back Registration at any time prior to the expiration effectiveness of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the such Piggy-Back Registration Statement. The Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option not be obligated to include the Shares to be issued to the Holder upon the exercise effect more than an aggregate of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. six (b6) Notwithstanding any other provision of this Warrant, the Company's obligations registrations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations 2.3. A registration will not count for purposes of the Company set forth under this Section 7 shall not arise upon immediately preceding sentence until the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such planapplicable Piggy-Back Registration Statement has become effective. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at any time prior the Company proposes to file a registration statement to register any Common Stock (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to the expiration of this Warrantpublic in an underwritten offering, authorize a registration it will at each such time give written notice to the Optionee of its Common Stock with intention to do so ("Notice of Intent") and, upon the Securities and Exchange Commission written request of the Optionee (the "SECPiggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall will use its best efforts to cause effect the managing underwriter registration under the Securities Act of the proposed offering Option Shares which the Company has been so requested to grant any request by the Holder register; provided, however, that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter shall certify in writing that inclusion of all or any of the public offering Option Shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution and marketing of the Common Stock gives in respect of which registration was originally to be effected (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Company thatOptionee, in have the reasonable opinion right to exclude from such registration such number of such managing underwriter, marketing factors require a limitation of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total number of shares amount of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide so registered to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will maximum amount which can be included in the registrationso marketed. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. From and after the date that is ninety (a90) If days after the date of this Agreement and until the fifth anniversary of the Closing Date, for so long as any of the Registrable Securities are outstanding and are not the subject of an effective registration statement, if the Company shallcontemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities other than (i) a registration on Form S-8 or S-4, or any successor or similar forms; and (ii) a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of assets, the Company will at any each such time prior give prompt written notice to the expiration of this Warrant, authorize a registration Holders’ Representative and the Investors of its Common Stock with intention to do so and of the Investor’s rights under this Agreement. Upon the written request of any Investor made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and Exchange Commission (the "SEC"intended method of disposition thereof), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall will use its best efforts to cause effect the managing underwriter registration of all Registrable Securities which the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the proposed offering to grant any request Registrable Securities by the Holder that Shares purchased Investors requesting registration, by the Holder upon the exercise inclusion of this Warrant be included such Registrable Securities in the proposed public offering on terms and conditions Registration Statement which covers the securities which the Company proposes to register; provided, that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter Company is unable to register the full amount of Registrable Securities in an “at the market offering” under Commission rules and regulations due to the high percentage of the public offering of the Company’s Common Stock gives written notice the Registrable Securities represents (giving effect to the Company that, all other securities being registered in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwrittenRegistration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Shares purchased by Registrable Securities that the Holder upon Company is permitted to register in an “at the exercise market offering”; and provided, further, that if, at any time after giving written notice of this Warrant that its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such determination to the Holders’ Representative and the Investors requesting registration and, thereupon, (i) in the case of a determination not to register, the Company shall be obligated relieved of its obligation to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with register any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) Registrable Securities in connection with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of the Shares pursuant a determination to this Section 7. For purposes of this Warrantdelay registering such Registrable Securities, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7be permitted to delay registering any Registrable Securities, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing same period as the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any delay in registering such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderother securities.

Piggy Back Registration. (a) If the Company shall, at proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4, F-4 or S-8 (or any successor form) for securities to be offered in a transaction of its the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Common Stock (a “Piggy-Back Registration”), it shall give written notice to all Holders at least thirty (30) days before the initial filing with the Securities and Exchange Commission SEC of such registration statement (the "SEC"a “Piggy-Back Registration Statement”), which notice shall set forth the number of Common Stock that the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise other holders of this Warrant Common Stock, if any, then contemplate including in such registration statement. The Holder shall exercise and the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days intended method of the receipt disposition of the written notice from the Company described abovesuch Common Stock. (b) Notwithstanding If any other provision of this Warrant, the Company's obligations Holder desires to have Registrable Securities registered under this Section 7 2.2 (the “Participating Piggy-Back Holders”), it shall be subject to the following terms and conditions: (i) The obligations of advise the Company set forth in writing within five (5) days after the date of receipt of such notice from the Company of its desire to have Registrable Securities registered under this Section 7 2.2, and shall not arise upon set forth the filing number of Registrable Securities for which registration is requested. The Company shall thereupon use reasonable efforts to include, or in the case of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockoffering, the Company shall use its best reasonable efforts to cause the managing underwriter of the proposed offering or underwriters to grant any request by the permit such Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thatinclude, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then filing the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated Registrable Securities for which registration is so requested, subject to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. paragraph (iiic) The Holder must provide to the Company all informationbelow, and take all action, shall use reasonable efforts to effect registration of such Registrable Securities under the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationSecurities Act. (c) The If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises the Company will pay all and the Holders that, in its reasonable opinion, the number of Registrable Securities requested to be included in the Piggy-Back Registration Expenses (as defined below) in connection together with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred securities being registered by the Company or any other security holder exceeds the Maximum Offering Size, then: (i) in complying with this Section 7the event the Company initiated the Piggy-Back Registration, includingthe Company shall include in such Piggy-Back Registration first, without limitationthe securities the Company proposes to register, all registration and filing feessecond, exchange listing fees, printing expenses, fees and disbursements the securities of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectusesParticipating Piggy-Back Holders, and third, the expense securities of all other selling security holders, to be included in such Piggy-Back Registration in an amount that together with the securities the Company proposes to register, shall not exceed the Maximum Offering Size and shall be allocated among such selling security holders on a pro rata basis (based on the number of Common Stock held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any special audits incident other selling security holders (including the Participating Piggy-Back Holders), in an amount that together with the securities the initiating security holder proposes to or required register, shall not exceed the Maximum Offering Size, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of Common Stock held by each such selling security holder) and third, any such registrationsecurities the Company proposes to register, but excluding underwriting discounts and selling commissions attributable to in an amount that together with the Shares securities the initiating security holder and the fees and expenses other selling security holders propose to register, shall not exceed the Maximum Offering Size. (d) The Company shall not hereafter enter into any agreement that is inconsistent with the rights of the Holder's own counsel and accountants, which shall be borne by the Holderpriority provided in Section 2.2(c).

Piggy Back Registration. (a) If the Company shall, at proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4, F-4 or S-8 (or any successor form) for securities to be offered in a transaction of its Common Stock the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Shares (a “Piggy-Back Registration”), it shall give written notice to all Holders at least thirty (30) days before the initial filing with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise SEC of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written statement (a “Piggy-Back Registration Statement”), which notice to shall set forth the number of Shares that the Company within 20 days and other holders, if any, then contemplate including in such registration and the intended method of disposition of such Shares. The notice shall offer to include in such filing the receipt aggregate number of the written notice from the Company described aboveRegistrable Securities as such Holders may request. (b) Notwithstanding If any other provision of this Warrant, the Company's obligations Holder desires to have Registrable Securities registered under this Section 7 4 (the “Participating Piggy-Back Holders”), it shall be subject to the following terms and conditions: (i) The obligations of advise the Company set forth in writing within ten (10) days after the date of receipt of such offer from the Company of its desire to have Registrable Securities registered under this Section 7 4, and shall not arise upon set forth the filing number of Registrable Securities for which registration is requested. The Company shall thereupon include, or in the case of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockoffering, the Company shall use its reasonable best efforts to cause the managing underwriter of the proposed offering or underwriters to grant any request by the permit such Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thatinclude, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then filing the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated Registrable Securities for which registration is so requested, subject to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. paragraph (iiic) The Holder must provide to the Company all informationbelow, and take all action, shall use its reasonable best efforts to effect registration of such Registrable Securities under the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationSecurities Act. (c) The If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises the Company will pay all Registration Expenses (as defined below) and the Holders in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrantwriting that, in its reasonable opinion, the term "number of Registrable Securities requested to be included in the Piggy-Back Registration Expenses" shall mean all expenses incurred in addition to the securities being registered by the Company or any other security holder would be greater than the total number of securities which can reasonably be sold in complying the offering without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount that together with this Section 7the securities the Company proposes to register, includingshall not exceed the Maximum Number of Securities, without limitationsuch amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, all registration the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including the Participating Piggy-Back Holders), in an amount that together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder) and filing feesthird, exchange listing feesany securities the Company proposes to register, printing expenses, fees and disbursements of counsel for in an amount that together with the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing securities the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, initiating security holder and the expense other selling security holders propose to register, shall not exceed the Maximum Number of Securities. (d) the Company shall not hereafter enter into any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to agreement that is inconsistent with the Shares and the fees and expenses rights of the Holder's own counsel and accountants, which shall be borne by the Holderpriority provided in Section 4(c).

Piggy Back Registration. (a) If the Company shall, at any time prior proposes to the expiration of register (including for this Warrant, authorize purpose a registration effected by the Company for stockholders other than the Investor) any of its Common Stock under the Securities Act in connection with the Securities and Exchange Commission public offering of such securities solely for cash (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: than (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any on Form S-8 (or similar or successor form) relating solely to the sale of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), (ii) a transaction registered registration on Form S-4 (or any registration form promulgated by the SEC in substitution of that similar or successor form); , (iii) a shelf registration statement covering the offer and sale of securities from time to time in one or more offerings or (Div) unless a stock optionRegistration Statement has not already been filed for the Registrable Securities, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public a rights offering to existing securityholders of Common Stockthe Company), the Company shall, at such time, give the Investor written notice of such registration. Upon the written request of the Investor received by the Company within twenty (20) Trading Days after mailing of such notice by the Company, the Company shall use its best efforts to cause to be registered under the managing underwriter Securities Act all of the proposed offering Registrable Securities that the Investor has requested to be registered; provided that the right of the Investor to have such Registrable Securities so registered shall be subordinated in all respects to the rights of any other holders of registration rights, whether now existing or to be granted in the future. The Company may grant any request by registration rights, including registration rights that are superior in priority to the Holder piggy-back registration rights granted to the Investor pursuant to this Section 2.3, to third parties, as it deems to be in its best interest. Except as otherwise required pursuant to this Agreement, the Company shall have no obligation under this Section 2.3 to make any offering of its securities, or to complete an offering of its securities that Shares purchased by it has proposed to make. The Investor may withdraw its written notice of registration at any time, but such notice may not be reinstated if the Holder upon twenty (20) day Trading Day period referred to above has expired. (b) Subject to the exercise provisions of this Warrant Section 2.3(c) hereof, the amount of Registrable Securities required to be included in the proposed public offering on terms and conditions initial Piggy-Back Registration Statement as described in Section 2.3(a) shall be not less than the lesser of (a) the amount of Registrable Securities that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock Investor has requested to be underwritten, then so registered and (b) the number maximum amount of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will Registrable Securities which may be included in a Registration Statement without exceeding the registrationRule 415 Amount. (c) The Company will pay all Registration Expenses (as defined below) in connection with In the event that any registration of the Shares pursuant to this Section 7. For purposes 2.3 shall be, in whole or in part, an underwritten public offering of this Warrantsecurities of the Company, the term "Registration Expenses" number of shares of Registrable Securities to be included in such underwriting may be reduced by the managing underwriter if and to the extent that the managing underwriter shall mean all expenses incurred be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Investor in complying with writing of any such reduction. Notwithstanding the foregoing provisions, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 7, including, 2.3 without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of thereby incurring any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable liability to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the HolderInvestor or its Affiliates.

Piggy Back Registration. (a) If the Company shallIf, at any time prior following the Closing, the Company proposes to register any Common Stock under the expiration Securities Act on its behalf or on behalf of this Warrantany of its stockholders, authorize on a form and in a manner that would permit registration of the Registrable Shares (other than in connection with dividend reinvestment plans, rights offerings or a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"statement on Form S-4 or S-8 or any similar successor form), the Company shall furnish the Holder with at least 30 days prior give reasonably prompt written notice thereof and to Parent, on behalf of the Holder Shareholder Group, of its intention to do so, which notice shall have the option be given to include the Shares to be issued Parent not less than 15 Business Days prior to the Holder upon the exercise of this Warrant in contemplated filing date for such registration statement. The Holder Upon the written election of Parent, on behalf of the Shareholder Group (a "Piggy-Back Request"), given within 10 Business Days following the receipt by Parent of any such written notice (which election shall exercise specify the number of the Registrable Shares intended to be disposed of by the Shareholder Group), the Company shall include in such registration statement (a "piggyPiggy-back registration rights" granted pursuant Back Registration"), subject to the provisions of this Section 7 by giving written notice 5.2 and, in the case of a registration on behalf of any of the Company's stockholders, subject to the Company within 20 days rights of such stockholders, such number of the receipt of the written notice from Registrable Shares as shall be set forth in such Piggy-Back Request. No registration effected under this Section 5.2 shall relieve the Company described aboveof its obligations to effect a Demand Registration required under Section 5.1. (b) Notwithstanding any other provision of this Warrant, In the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of event that the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed proposes to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of register Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement Stock in connection with an underwritten public offering and a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, a member of the Shareholder Group, or any other holder of Common StockStock intending to offer Common Stock in the offering (each, an "Other Holder") that, in its opinion, the inclusion in the registration statement of some or all of the Registrable Shares sought to be registered by the Shareholder Group would adversely affect the price or success of the offering, the Company shall use its best efforts include in such registration statement such number of shares of Common Stock as the Company is advised can be sold in such offering without such an effect (the "Maximum Number") as follows and in the following order of priority: (A) first, such number of shares of Common Stock as the Company intended to cause the managing underwriter of the proposed offering to grant any request be registered and sold by the Holder that Shares purchased Company if such registration was initiated by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this AgreementCompany or, if the managing underwriter such registration is on behalf of the public offering any Other Holders, such number of the shares of Common Stock gives written notice as such Other Holders intended to be registered and sold, and (B) second, if and to the extent that the number of shares of Common Stock to be registered under clause (A) is less than the Maximum Number, such number of shares of Common Stock as the Shareholder Group, the Company that(if such registration was not initiated by the Company) and any Other Holders (or additional Other Holders) shall have intended to register which, in when added to the reasonable opinion number of such managing underwritershares of Common Stock to be registered under clause (A), marketing factors require is less than or equal to the Maximum Number, on a limitation of pro rata basis according to the total number of shares of Common Stock intended to be underwritten, then the number of Shares purchased registered by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwritereach such Person. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option proposes to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of file a registration statement that covers any of under the following: (A) securities proposed Securities Act with respect to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares an offering of Common Stock; Stock (C) securities to be issued pursuant to other than a transaction registered registration statement on Form S-4 (or S-8, or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchasesubstituted therefor, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement filed in connection with an underwritten public exchange offer or an offering of Common Stocksecurities solely to the Company's existing stockholders) (the "PIGGY-BACK REGISTRATION"), then the Company shall use in each case give written notice of such proposed filing to each Holder as soon as practicable but in no event less than 20 business days before the anticipated filing date, and such notice shall offer each Holder the opportunity to register such number of shares of Registrable Securities as such Holder may request. The Company shall permit each Holder, in the event such Holder has given the Company notice (which may be given by telephone, to be confirmed promptly in writing, or by facsimile) within 10 business days after receipt of such notice of its best efforts desire, to cause the managing underwriter include any or all of the proposed offering to grant any request Registrable Securities held by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included it in the proposed public such offering on the same terms and conditions that are customary under industry practiceas included therein. Notwithstanding any other provision of this Agreementthe foregoing, if the managing underwriter or underwriters of such offering determine in good faith that the total amount of Registrable Securities and shares of Common Stock requested to be included in such offering would adversely affect the success of such offering, then the number of shares of Common Stock to be offered by the Company to the public offering and the number of shares of Registrable Securities to be offered for the account of Investor or any other Holder and the number of shares of Common Stock gives written notice to be offered for the account of any other selling shareholders shall each be reduced to the Company thatextent necessary to reduce the total amount of shares to be included in such offering to the amount recommended by such managing underwriters, in the reasonable opinion following order of priority: (i) if the offering is a "Demand Registration" under the Registration Rights Agreement, dated the date hereof, among the Company, Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P., then in such order as in accordance with the provisions thereunder and (ii) in all other instances, first, the shares of Registrable Securities proposed to be registered by the Investor or Holders and the shares of Common Stock proposed to be registered by any other selling stockholders, on a pro rata basis; and second, the shares of Common Stock proposed to be registered by the Company. If any of such managing underwritercategories is to be reduced and consists of more than one shareholder, marketing factors require a limitation the part of the total reduction to that category of shares imposed on each shareholder in that category shall be in the same proportion that the total number of shares of Common Stock held (including shares issuable upon conversion of convertible debentures) by such shareholder bears to be underwritten, then the total number of Shares purchased shares of Common Stock held (including shares issuable upon conversion of convertible debentures) by all shareholders in that category who sought to have shares registered. In the event that the contemplated distribution does not involve an underwritten public offering, such determination that the inclusion of such Registrable Securities shall adversely affect the success of the offering shall be made in reasonable good faith by the Holder Board of Directors of the Company. No registration effected under this Section 3, and no failure to effect a registration under this Section 3, shall relieve the Company of its obligation to effect a registration upon the exercise request of Demanding Holders pursuant to Section 2. No failure to effect a registration under this Warrant that Section 3 or under Section 2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all informationof any other obligation under this Agreement, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, including without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees 's obligations under Sections 6 and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder7.

Piggy Back Registration. (a) If the Company shall, at any time prior proposes to the expiration of this Warrant, authorize a registration of register its Common Stock with under the Securities Act (other than a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for its own account (including in a registration pursuant to registration rights held by any Person (each a “Third Party Holder”)), it will, at each such time, give written notice to the Shareholder of its intention to do so setting forth the principal terms and Exchange Commission conditions thereof. Upon the written request of the Shareholder made within ten (10) Business Days after the "SEC"receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Shareholder), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall will use its commercially reasonable best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration under the Securities Act all Registrable Securities which the Company has been so requested to register by the Shareholder; provided, that (i) 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 proceed with the proposed registration of the securities to be sold, the Company may, at its election, give written notice of such determination to the Shareholder and, thereupon, shall be reduced relieved of its obligation to register any Registrable Securities in accordance connection with such registration and (ii) if such registration involves an underwritten public offering, the limitations imposed Shareholder must sell its Registrable Securities through the underwriters selected by the managing underwriter. (iii) The Holder must provide Company on the same terms and conditions as apply to the Company all information(with such differences, including any with respect to indemnification and take all actionliability insurance, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law as may be customary or regulation appropriate in combined primary and secondary offerings) or to prepare the Third Party Holder. If a registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares requested pursuant to this Section 7. For purposes of this Warrant3.2(a) involves an underwritten public offering, the term "Registration Expenses" shall mean all expenses incurred by Shareholder may elect, in writing not later than two (2) Business Days prior to the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements effective date of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any statement filed in connection with such registration, but excluding underwriting discounts and selling commissions attributable not to register such securities in connection with such registration. Subject to the Shares and foregoing, the fees and expenses of Company will use commercially reasonable efforts (i) to file a registration statement contemplated under this Section with the Holder's own counsel and accountants, which shall be borne SEC on or prior to the 30th day following written notice by the HolderShareholder and (ii) to cause such registration statement to be declared effective by the SEC on the earlier of: (A) the 60th day following the filing date for such registration statement(s) and (B) the fifth trading day following the date on which the Company is notified by the SEC that such registration statement(s) will not be reviewed or is no longer subject to further review.

Piggy Back Registration. (i) If, at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration Statement (ii) If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 5, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in any such registration: (a) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company shalldesires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, at any time prior to the expiration extent that the Maximum Number of this Warrant, authorize a registration of its Common Stock with Shares has not been reached under the Securities and Exchange Commission foregoing clause (the "SEC"A), the Company shall furnish shares of Common Stock or other securities, if any, comprised of Registrable Securities as to which registration has been requested pursuant to terms hereof that can be sold without exceeding the Holder Maximum Number of Shares, pro rata in accordance with at least 30 days prior written notice thereof the number of shares that each holder of Registrable Securities has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”); and the Holder shall have the option to include the Shares to be issued (C) third, to the Holder upon extent that the exercise Maximum Number of this Warrant in such registration statement. The Holder shall exercise shares has not been reached under the "foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights" granted rights with such persons and that can be sold without exceeding the Maximum Number of Shares. (b) If the registration is a “demand” registration: (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Registrable Securities as to which registration has been requested pursuant to this Section 7 the terms hereof that can be sold without exceeding the Maximum Number of Shares, Pro Rata; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares. (iii) Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company within 20 days of such request to withdraw prior to the effectiveness of the receipt Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the written notice from the Company described above. (b) effectiveness of such Registration Statement. Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockwithdrawal, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Holder in connection with such Piggy-Back Registration (including but not limited to any legal fees). (iv) The Company shall notify the Holder at any time when a prospectus relating to its Registrable Securities is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in complying such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of Xxxxxx, the Company shall also prepare, file and furnish to Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The Holder shall not offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment. (v) The Company may request Holder to furnish the Company such information with respect to such Holder and such Xxxxxx’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the Commission in connection therewith, and such Holders shall furnish the Company with such information. (vi) All fees and expenses incident to the performance of or compliance with this Section 75 by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any trading market on which the Common Stock are then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing feesthat may be required to be made by any broker through which Holder intends to make sales of Registrable Securities with FINRA, exchange listing fees, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, state Blue Sky fees and expenses(v) Securities Act liability insurance, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing if the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectusesCompany so desires such insurance, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the (vi) fees and expenses of all other persons or entities retained by the Company in connection with the actions contemplated by this (vii) The Company and its successors and assigns shall indemnify and hold harmless Holder's own counsel , the officers, directors, members, partners, agents and accountantsemployees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 5, except to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding Holder furnished to the Company by such party for use therein. The Company shall notify Holder promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 5 of which the Company is aware. If the indemnification hereunder is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be borne determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the HolderCompany or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for herein was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 5(f) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 5(f), Holder shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Piggy Back Registration. (a) If the Company shall, at proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities (other than a Holder) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of its the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Common Stock or preferred stock that is convertible to Common Stock (a “Piggy-Back Registration”), it will give written notice to all Holders at least thirty (30) days before the initial filing with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise SEC of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written statement (a “Piggy-Back Registration Statement”), which notice to shall set forth the Company within 20 days intended method of disposition of the receipt securities proposed to be registered by the Company. The notice shall offer such Holders the opportunity to include in such filing such number of the written notice from the Company described aboveRegistrable Securities as each such Holder may request. (b) Notwithstanding any other provision of this Warrant, the Company's obligations Each Holder desiring to have Registrable Securities registered under this Section 7 2.04 (“Participating Piggy-Back Holders”) shall be advise the Company in writing within fifteen (15) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the following terms Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and conditionsthe managing underwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company would be greater than the Maximum Number of Securities (having the same meaning as defined in Section 2.01 but replacing the term “Demand Registration” with “Piggy-Back Registration”), then: (i) The obligations of in the event that the Company set forth under this Section 7 initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling equity holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register, shall not arise upon exceed the filing Maximum Number of a registration statement that covers any of the following: (A) securities proposed Securities, such amount to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered allocated among such selling equity holders based on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any each such planholder’s Pro Rata Percentage. (ii) If in the event any holder of securities of the Company files (other than a registration statement in connection with an underwritten public offering of Common StockHolder) initiated the Piggy-Back Registration, the Company shall use its best efforts include in such Piggy-Back Registration first, the securities such initiating equity holder proposes to cause register, second, the managing underwriter securities of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision selling equity holders (including Participating Piggy-Back Holders), in an amount which together with the securities the initiating equity holder proposes to register, shall not exceed the Maximum Number of this AgreementSecurities, if the managing underwriter of the public offering of the Common Stock gives written notice such amount to be allocated among such other selling equity holders based on each such holder’s Pro Rata Percentage; and third, any securities the Company thatproposes to register, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance an amount which together with the limitations imposed by securities the managing underwriterinitiating equity holder and the other selling equity holders propose to register, shall not exceed the Maximum Number of Securities. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (cd) The Company will pay all Registration Expenses (as defined below) in connection not hereafter enter into any agreement, which is inconsistent with the registration rights of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company priority provided in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderparagraph (c) above.

Piggy Back Registration. (a) If Subject to Section 2.1 hereof, if the Company shallproposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, at (ii) any time prior registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"Company’s existing security holders), then the Company shall furnish the Holder with at least 30 days prior give written notice thereof of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall have use commercially reasonable efforts to cause the option managing Underwriter or Underwriters of a proposed underwritten offering to include permit the Shares Registrable Securities requested to be issued included in a Piggy-Back Registration to be included on the Holder upon the exercise same terms and conditions as any similar securities of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described aboveincluded therein. (b) Notwithstanding The Company shall select the lead underwriter or underwriters and any other provision co-manager or co-managers to administer any offering of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued Registrable Securities pursuant to a transaction registered on Form S-4 (or any registration form promulgated by Piggy-Back Registration. In the SEC in substitution event the Company gives the Holders notice of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable its intention to effect an offering pursuant to any a Piggy-Back Registration and subsequently declines to proceed with such plan. (ii) If offering, the Company files a registration statement Holders shall have no rights in connection with an underwritten public offering such offering; provided, however, that, subject to Sections 2.13 and 2.14, at the request of Common Stockthe Holders, the Company shall use its best efforts proceed with such offering with respect to cause the managing underwriter Registrable Securities included therein, which offering shall be deemed a Demand Registration for all purposes hereunder. The Holders shall participate in any offering of the proposed offering Registrable Securities pursuant to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreementa Piggy-Back Registration (or deemed Demand Registration, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced applicable) in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to same plan of distribution for such Piggy-Back Registration as the Company all informationor the holder or holders of Common Stock that proposed such Piggy-Back Registration, and take all action, as the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationcase may be. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. If (abut without any obligation to do so) If the Company shallBuyer proposes to register (including for this purpose, at any time prior to the expiration of this Warrant, authorize a registration effected by the Buyer for stockholders other than the Sellers) any shares of its ThermoEnergy Common Stock under the Securities Act in connection with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise public offering of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days shares of the receipt of the written notice from the Company described above. (b) Notwithstanding any ThermoEnergy Common Stock solely for cash other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: than (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers on Form S-8 (or any successor form relating to the sale of securities to employees of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued Buyer pursuant to a transaction registered stock option, stock purchase or similar plan), (ii) a registration statement on Form S-4 (or any registration successor form promulgated by relating to a merger, consolidation or similar transaction involving the SEC in substitution of that formBuyer); or , (Diii) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant registration on any form which does not include substantially the same information as would be required to any such plan. (ii) If the Company files be included in a registration statement covering the sale by the Sellers of the Thermo Shares, the Conversion Shares or the Warrant Shares, (iv) a registration in connection with which the only ThermoEnergy Common Stock being registered is ThermoEnergy Common Stock issuable upon conversion of debt securities which are also being registered, or (v) a registration statement being filed by the Buyer pursuant to a contractual obligation existing prior to the date of this Agreement which prohibits the inclusion of additional shares, the Buyer shall, at such time, promptly give each Seller written notice of such registration. Upon the written request of a Seller given within twenty (20) days after mailing of such notice by the Buyer, the Buyer shall, subject to the provisions of this Section 12, cause to be registered under the Securities Act all of the Thermo Shares, Conversion Shares and Warrant Shares (collectively, the “Registrable Securities”) that each such Seller has requested to be registered. In the event that any such registration shall be, in whole or in part, an underwritten public offering of ThermoEnergy Common Stock, the Company shall use its best efforts number of Registrable Securities to cause be included in such an underwriting may be reduced or excluded partially or completely (pro rata among the requesting Sellers based upon the number of Registrable Securities owned by such Sellers) if and to the extent that the managing underwriter shall be of the proposed offering opinion that the inclusion of some or all of the Registrable Securities would adversely affect the marketing of the securities to grant any request be sold by the Holder Buyer therein; provided, however, that Shares purchased by the Holder upon the exercise of this Warrant no such Registrable Securities may be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter excluded from such registration unless all securities of the public offering of Buyer held by any person (other than a Seller) who did not make the Common Stock gives written notice original request for registration shall first be excluded from such registration. The Buyer shall have the right, without penalty, to terminate or withdraw any registration initiated by it under this Section 12.1 prior to the Company that, in the reasonable opinion effectiveness of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated registration whether or not any Seller has elected to include securities in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the such registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If Subject to Section 2.3, if the Company shall, at any time prior proposes to file a Registration Statement under the expiration Securities Act with respect to an underwritten offering of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), by the Company shall furnish for its own account or for the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise account of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to one more other stockholders of the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: than (i) The obligations of the Company set forth under this Registration Statement filed pursuant to Section 7 shall not arise upon the filing of 2.1(a) or (ii) a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 or S-8 (or any registration substitute form promulgated that may be adopted by the SEC in substitution of that form); Commission) or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement filed in connection with an underwritten public exchange offer or offering of Common Stocksecurities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its best commercially reasonable efforts to cause the managing underwriter underwriter(s) of the a proposed underwritten offering to grant any request by permit the Holder that Shares purchased by the Holder upon the exercise of this Warrant Registrable Securities requested to be included in a Piggy-Back Registration to be included on the proposed public offering on same terms and conditions that are customary under industry practice. Notwithstanding as any other provision of this Agreement, if the managing underwriter similar securities of the public offering Company included therein. All Holders of the Common Stock gives written notice Registrable Securities proposing to the Company that, distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance and customary form with the limitations imposed by the managing underwriter. (iiiunderwriter(s) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred selected by the Company in complying with this Section 7for such Piggy-Back Registration and (ii) complete and execute all questionnaires, includingpowers-of-attorney, without limitationindemnities, all registration opinions and filing fees, exchange listing fees, printing expenses, fees and disbursements other documents reasonably required under the terms of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, such underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderagreement.

Piggy Back Registration. From and after the date that is ninety (a90) If days after the date of this Agreement and until the third anniversary of the Closing Date, for so long as any of the Registrable Securities are outstanding and are not the subject of an effective registration statement, if the Company shallcontemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities other than (i) a registration on Form S-8 or S-4, at or any time prior successor or similar forms; and (ii) a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of assets, the Company will to the expiration of this Warrant, authorize a registration extent permissible by law at each such time give prompt written notice to the Holders’ Representative and the Investors of its Common Stock with intention to do so and of the Investor’s rights under this Section 6. Upon the written request of any Investor made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and Exchange Commission (the "SEC"intended method of disposition thereof), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall will use its best efforts to cause effect the managing underwriter registration of all Registrable Securities which the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the proposed offering to grant any request Registrable Securities by the Holder that Shares purchased Investors requesting registration, by the Holder upon the exercise inclusion of this Warrant be included such Registrable Securities in the proposed public offering on terms Registration Statement which covers the securities which the Company proposes to register; provided, that if, at any time after giving written notice of its intention to register any Registrable Securities and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if prior to the managing underwriter effective date of the public offering Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such Registrable Securities, the Common Stock gives Company may, at its election, give written notice of such determination to the Company thatHolders’ Representative and the Investors requesting registration and, thereupon, (i) in the reasonable opinion case of such managing underwritera determination not to register, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated relieved of its obligation to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with register any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) Registrable Securities in connection with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of the Shares pursuant a determination to this Section 7. For purposes of this Warrantdelay registering such Registrable Securities, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7be permitted to delay registering any Registrable Securities, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing same period as the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any delay in registering such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderother securities.

Piggy Back Registration. (a) If the Company shallIf, at any time on or after the date hereof and on or prior to three years from the expiration date of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")Agreement, the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of the Company), then the Company, on each such occasion, shall furnish give written notice (each, a "Company Piggy-Back Notice") of such proposed filing to all of the Holder with Rightsholders owning Registerable Securities at least 30 days prior written notice thereof before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the Holder opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the option right, exercisable for the twenty days immediately following the giving of the Company Piggy-Back Notice, to include the Shares to be issued request, by written notice (each, a "Holder Notice") to the Holder upon Company, the exercise inclusion of this Warrant all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best reasonable efforts to cause the managing underwriter underwriter(s) of a proposed underwritten offering to permit the inclusion of the proposed offering to grant any request by Registerable Securities which were the subject of all Holder that Shares purchased by the Holder upon the exercise of this Warrant be included Notices in the proposed public such underwritten offering on the same terms and conditions that are customary under industry practiceas any similar securities of the Company included therein. Notwithstanding any other provision of anything to the contrary contained in this AgreementParagraph 4.3(a), if the managing underwriter underwriter(s) of the public such underwritten offering of the Common Stock gives written notice to the Company that(or, in the reasonable case of an offering not being underwritten, the Company) delivers a written opinion (or, in the case of the Company, a resolution of its Board of Directors certified by the President or Secretary of the Company) to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwrittenoffering, then the number amount of Shares purchased by securities to be offered for the Holder upon the exercise accounts of this Warrant that such Rightsholders and persons other than the Company shall be obligated to include in eliminated or reduced pro rata (based on the amount of securities owned which carry registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iiirights) The Holder must provide to the Company all information, and take all action, extent necessary to reduce the Parent reasonably requests with reasonable advance notice, total amount of securities to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in such offering to the registration. (c) The Company will pay all Registration Expenses (as defined belowamount recommended by such managing underwriter(s) in connection with its written opinion (or the registration Board of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company Directors in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderits resolution).

Piggy Back Registration. (a) If the Company shall, at any time prior on or after the date hereof, the Company proposes to register Common Shares under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the expiration of this Warrant, authorize a registration of its Common Stock with public under the Securities and Exchange Commission Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the "SEC"“Piggyback Registration Right”). At such time, the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving give prompt written notice to the Company within 20 days all Holders of the receipt Registrable Securities of the written notice from the Company described aboveits intention to register Common Shares. (b) Notwithstanding any other provision Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of this Warrant, the Company's obligations under this Section 7 ’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the following terms and conditions: (i) The obligations registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Company set forth under this Section 7 shall not arise upon Registrable Securities so to be registered; provided that (x) if, at any time after giving written notice of its intention to register any securities and prior to the filing effective date of a the registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement filed in connection with an underwritten public offering of Common Stocksuch registration, the Company shall use its best efforts determine for any reason not to cause proceed with the managing underwriter proposed registration of the proposed offering securities to grant be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any request by the Holder that Shares purchased by the Holder upon the exercise Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of this Warrant Registrable Securities requesting to be included in the proposed public offering Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions that are as apply to the Company (including entering into an underwriting agreement in customary under industry practiceform with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. Notwithstanding any other provision All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Agreement, if Section 3.5 involves an underwritten offering and the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, determines in the reasonable opinion of such managing underwriter, good faith that marketing factors require a limitation of on the total number of shares of Common Stock securities to be underwritten, then the number of Shares purchased by securities that may be included will be limited to the Holder upon the exercise number of this Warrant that the Company shall be obligated to include securities that, in the registration statement shall opinion of such underwriter, should be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all informationincluded, and take all action, the Parent reasonably requests with reasonable advance notice, securities to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The underwriting shall be allocated, first, to the Company will pay and, second, pro rata to all Registration Expenses (as defined below) in connection with other requesting Holders on the registration basis of the Shares pursuant relative number of Registrable Securities then requested to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred be sold by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of each such Holder (provided that any special audits incident securities thereby allocated to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to Holder that exceed such Holder’s request will be reallocated among the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderremaining requesting Holders in like manner).

Piggy Back Registration. (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize the Registration Period (as hereinafter defined) the Company proposes to file with the SEC a registration Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stock securities (other than a Registration Statement on Form S-4 or Form S-8 (or their equivalents at such time) relating to 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 Securities Company shall promptly send to each Holder written notice of the Company's intention to file a Registration Statement and Exchange Commission of such Holder's rights under this Section 2(c) and, if within five (the "SEC")10) business days after receipt of such notice, such Holder shall so request in writing, the Company shall furnish include in such Registration Statement all or any part of the Registrable Securities such Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares requests to be issued registered, subject to the priorities set forth in this Section 2(c) below. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Sections 2(a) or (b). If an offering in connection with which a Holder upon is entitled to registration under this Section 2(c) is an underwritten offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed to by the exercise Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Warrant Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. If a registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b2(c) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed is to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, and the managing underwriter(s) advise the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company writing that, in the their reasonable opinion of such managing underwritergood faith opinion, marketing or other factors require dictate that a limitation of on the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will which may be included in the Registration Statement is necessary to facilitate and not adversely affect the proposed offering, then the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be registered by the Holders and other holders of securities entitled to participate in the registration, as of the date hereof, drawn from them pro rata based on the number each has requested to be included in such registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at any time prior the Company proposes to the expiration of this Warrant, authorize file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its Common Stock with respective security holders (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Securities and Exchange Commission (the "SEC"Commission) or a Demand Registration pursuant to Section 2.1), then the Company shall furnish the Holder with at least 30 days prior give prompt written notice thereof of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise intended method of this Warrant in such registration statementdistribution thereof) (a "Piggy-Back Registration"). The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter Underwriter or Underwriters of the a proposed underwritten offering to grant any request by permit the Holder that Shares purchased by the Holder upon the exercise of this Warrant Registrable Securities requested to be included in a Piggy-Back Registration to be included on the proposed public offering on same terms and conditions that are customary under industry practice. Notwithstanding as any similar securities of the Company or any other provision security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Agreement, if the managing underwriter of the public offering of the Common Stock gives Section 2.2 by giving written notice to the Company thatof its request to withdraw, provided that in the reasonable opinion event of such managing underwriterwithdrawal, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the such Holder upon the exercise of this Warrant that the Company shall be obligated responsible for all fees and expenses (including fees and expenses of Holder's own counsel) incurred by such Holder prior to include in the registration statement shall be reduced such withdrawal unless such withdrawal has been made in accordance with the limitations imposed by the managing underwriter. (iii) Section 2.3(b). The Holder must provide Company may withdraw a Piggy-Back Registration at any time prior to the Company all informationtime it becomes effective. No registration effected under this Section 2.2, and take all actionno failure to effect a registration under this Section 2.2, shall relieve the Parent reasonably requests with reasonable advance noticeCompany of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to enable it effect a registration under this Section 2.2 and to comply with any applicable law or regulation or to prepare complete the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) sale of Registrable Securities in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" therewith shall mean all expenses incurred by relieve the Company in complying with of any other obligation under this Section 7, Agreement (including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees 's obligations under Sections 3.2 and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder4.1).

Piggy Back Registration. (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")time, the Company shall furnish proposes to register any of its securities under the Holder Securities Act in connection with at least 30 the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0, or any successor or similar forms), whether for the account of the Company or otherwise, it will promptly, but not later than thirty (30) days prior before the anticipated date of filing such registration statement, give written notice thereof and to all record holders of the Holder shall have Registrable Securities. Upon the option to include written request from any Holders (the Shares “Requesting Holders”), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Requesting Holders to be issued to the Holder upon the exercise of this Warrant included in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice , all to the Company within 20 days extent requisite to permit the sale or other disposition by the prospective seller or sellers of the receipt of the written notice from Requested Stock; provided, further, that nothing herein shall prevent the Company described abovefrom, at any time, abandoning or delaying any registration. (b) Notwithstanding If any other provision of this Warrant, the Company's obligations under this registration pursuant to Section 7 2(a) shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued underwritten in exchange for assets whole or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockpart, the Company shall use its best efforts to cause may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders. If in the good faith judgment of the managing underwriter of such public offering the proposed offering inclusion of all of the Requested Stock would reduce the number of shares to grant any request be offered by the Holder that Shares purchased Company or interfere with the successful marketing of the shares of stock offered by the Holder upon Company, the exercise number of this Warrant shares of Requested Stock otherwise to be included in the proposed underwritten public offering on terms may be reduced pro rata (by number of shares) among the Requesting Holders and conditions that all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are customary under industry practice. Notwithstanding thus excluded from the underwritten public offering and any other provision securities of this Agreementthe Company held by such holders shall be withheld from the market by the Holders thereof for a period, if not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the public offering Company under Section 2(a) shall not apply after the earlier of (i) the date that all of the Common Stock gives written notice Conversion Shares have been sold pursuant to Rule 144 under the Securities Act or an effective registration statement, or (ii) such time as the Conversion Shares are eligible for immediate resale pursuant to Rule 144(b)(1) under the Securities Act to the Holders. (c) If the registration statement is an offering to be made on a continuous basis pursuant to Rule 415 and is not on a Form S-3, and the Commission advises the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation that all of the total number of shares of Common Restricted Stock to may not be underwrittenincluded under Rule 415(a)(i), then the number of Shares purchased by the Holder upon the exercise shares of this Warrant that the Company shall be obligated Requested Stock otherwise to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in such registration statement may be reduced pro rata (by number of shares) among the registration. (c) The Company will pay Requesting Holders and all Registration Expenses (as defined below) in connection with the other holders of registration rights who have requested inclusion of the Shares pursuant their securities to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred an amount to which is permitted by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel Commission for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderresale under Rule 415(a)(i).

Piggy Back Registration. (a) If the Company shallIf, at any time on or after the date hereof and prior to the expiration of this WarrantMaturity Date, authorize the Payor proposes to file a registration statement under the Act with respect to an offering by the Payor or any other party of its Common Stock any class of equity security similar to any Registrable Securities (other than a registration statement on Form S-4 or Form S-8 or any successor form or a registration statement filed solely in connection with a stock option or other employee benefit plan, an exchange offer, a business combination transaction or an offering of securities solely to the Securities and Exchange Commission (existing stockholders or employees of the "SEC"Payor), then the Company Payor, on each such occasion, shall furnish give written notice (each, a "Piggy-Back Notice") of such proposed filing to all of the Holder with Rightsholders owning Registrable Securities at least 30 fifteen days prior written notice thereof before the anticipated filing date of such registration statement, and such Piggy-Back Notice also shall be required to offer to such Rightsholders the Holder opportunity to register such aggregate number of Registrable Securities as each such Rightsholder may request. Each such Rightsholder shall have the option right, exercisable for the five days immediately following the giving of a Piggy-Back Notice, to include the Shares to be issued request, by written notice (each, a "Holder Notice") to the Holder upon Payor, the exercise inclusion of this Warrant all or any portion of the Registrable Securities of such Rightsholders in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company Payor shall use its best reasonable efforts to cause the managing underwriter underwriter(s) of a proposed underwritten offering to permit the inclusion of the proposed offering to grant any request by Registrable Securities which were the subject of all Holder that Shares purchased by the Holder upon the exercise of this Warrant be included Notices in the proposed public such underwritten offering on the same terms and conditions that are customary under industry practiceas any similar securities of the Payor included therein. Notwithstanding any other provision of anything to the contrary contained in this AgreementSection 5.2(1), if the managing underwriter underwriter(s) of the public such underwritten offering of the Common Stock gives or any proposed underwritten offering delivers a written notice opinion to the Company thatRightsholders of Registrable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Payor and any other person intend to include in such offering is such as to materially and adversely affect the reasonable opinion success of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwrittenoffering, then the number amount of Shares purchased by securities to be offered for the Holder upon accounts of such Rightsholders and persons other than the exercise of this Warrant that the Company Payor shall be obligated eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to include the extent necessary to reduce the total amount of securities to be included in such offering to the registration statement shall be reduced amount recommended by such managing underwriter(s) in accordance with the limitations imposed by the managing underwriter’s written opinion. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at any time prior ----------------------- proposes to register any of its equity securities (other than securities issued with respect to any acquisition or any employee stock option, stock purchase, or similar plan or any other securities to be registered pursuant to a special purpose registration) under the Securities Act on Form X-0, Xxxx X-0, Form S-3 or any other form of general application for sale of securities to the expiration of this Warrantpublic in an underwritten offering upon which may be registered securities similar to the Registrable Securities, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with it will each such time at least 30 days prior to the anticipated filing date of such proposed registration statement give written notice to all holders of all Notes or Registrable Securities of its intention so to do and, upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and state the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of Registrable Securities which the Company has been so requested to register, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by such holders of the Registrable Securities to be so registered, subject to the discretion of the managing underwriter to limit or exclude any of such equity securities from the offering (subject to the same priorities as set forth in Section 5.2(b) hereof) if it determines that the inclusion thereof would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any Registrable Securities are to be distributed pursuant to this paragraph through a firm of underwriters to the public and the Holder GE Partnership or FUCP shall be participating in such offering it shall have the option right, after consultation with the Company, to include the Shares to be issued to the Holder upon the exercise approve of this Warrant any underwriter in such which General Electric Company or First Union Corporation, as applicable, has a direct or indirect interest of 5% or more. No registration statement. The Holder shall exercise the "piggy-back registration rights" granted effected pursuant to this Section 7 5.2 shall relieve the Company from its obligation to effect any registration upon request pursuant to Section 5.1 hereof. (b) If a requested registration pursuant to this Section 5.2 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be registered therein, the Company will exclude from such registration, to the extent of the number of securities which the Company is so advised cannot be sold in such offering, first the Registrable Securities requested to be registered for the account of any Person (including the Company), other than holders of Priority Registrable Securities and second, on a pro rata basis in accordance with Fully Diluted Common Stock held, the Priority Registrable Securities pursuant to this Section 5.2. Any holder of Registrable Securities to be included in any registration pursuant to Section 5.2 by giving written notice to the Company within 20 days of the after its receipt of the written a copy of a notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under managing underwriter delivered pursuant to this Section 7 shall 5.2(b), may rescind its request for registration of any Registrable Securities held by it with respect to all or any of such Registrable Securities. In addition to such underwriter cutbacks, any such registration will be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement any commercially reasonable conditions that covers any of the following: (A) securities proposed to might be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated imposed by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriterUnderwritten Offering. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (ai) If the Company shall, at any time after the date hereof and prior to the expiration of this Warrant, authorize a registration of its Common Stock with the date on which all Registrable Securities and Exchange Commission (the "SEC")cease to be Registrable Securities, the Company shall furnish proposes to file a Registration Statement under the Holder 1933 Act with at least 30 days prior written notice thereof and the Holder shall have the option respect to include the Shares to be issued to the Holder upon the exercise an offering of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrantequity securities, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or other obligations exercisable or exchangeable for, shares or convertible into, equity securities, by the Company for its own account or for stockholders of Common Stock; the Company for their account (or by the Company and by stockholders of the Company), other than a Registration Statement (A) filed on Form S-8 or any successor form in connection with any employee stock option or other benefit plan, (B) filed on Form S-4 or any successor form in connection with a business combination transaction, (C) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (D) for an offering of debt that is convertible into equity securities of the Company, or (E) for a dividend reinvestment plan, then the Company shall (1) give written notice of such proposed filing to the Investors as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be issued pursuant included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (2) offer to the Investors in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form“Piggy-Back Registration”); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and shall use its best commercially reasonable efforts to cause the managing underwriter Underwriter or Underwriters of the a proposed underwritten offering to grant any request by permit the Holder that Shares purchased by the Holder upon the exercise of this Warrant Registrable Securities requested to be included in a Piggy-Back Registration to be included on the proposed public offering on same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that are involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary under industry practice. Notwithstanding any other provision of this Agreement, if form with the Underwriter or Underwriters selected for such Piggy-Back Registration. (iii) If the managing underwriter of the public Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering of the Common Stock gives written notice to advises the Company that, and the holders of Registrable Securities in writing that the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total dollar amount or number of shares of Common Stock which the Company desires to be underwrittensell, taken together with shares of Common Stock, if any, as to which registration has been demanded by the Investors pursuant to Section 2(a) or Section 2(b) or by persons (other than the Investors) pursuant to Other Holder Demand Rights, the Registrable Securities as to which registration has been requested under this Section 2(c), and the shares of Common Stock, if any, as to which registration has been requested pursuant to Other Holder Piggyback Rights, exceeds the Maximum Number of Shares, then the number Company shall include in any such registration: (A) If the registration is undertaken for the Company’s account: (1) first, the shares of Shares purchased by the Holder upon the exercise of this Warrant Common Stock or other securities that the Company shall desires to sell that can be obligated sold without exceeding the Maximum Number of Shares; (2) second, to include in the extent that the Maximum Number of Shares has not been reached under the foregoing clause (1), Registrable Securities as to which registration has been requested by Investors under this Section 2(c) that can be sold without exceeding the Maximum Number of Shares; (3) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (1) and (2), the shares of Common Stock as to which registration has been requested pursuant to Other Holder Piggyback Rights that can be sold without exceeding the Maximum Number of Shares; or (B) If the registration statement shall is a “demand” registration undertaken at the demand of Investors pursuant to Section 2(a) or Section 2(b) or by persons (other than Investors) pursuant to Other Holder Demand Rights, (1) first, the shares of Common Stock for the account of such Investors or such other persons exercising Other Holder Demand Rights, as the case may be, that can be reduced in accordance with sold without exceeding the limitations imposed by the managing underwriter. Maximum Number of Shares; (iii2) The Holder must provide second, to the Company all informationextent that the Maximum Number of Shares has not been reached under the foregoing clause (1), Registrable Securities as to which registration has been requested by Investors under this Section 2(c) that can be sold without exceeding the Maximum Number of Shares; (3) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (1) and take all action(2), the Parent reasonably requests with reasonable advance noticeshares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (4) fourth, to enable it the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (1), (2) and (3), the shares of Common Stock, if any, as to comply with any applicable law or regulation or to prepare the which registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares has been requested pursuant to this Section 7. For purposes Other Holder Piggyback Rights that can be sold without exceeding the Maximum Number of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the HolderShares.

Piggy Back Registration. (a) If the Company shall, at proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities (other than a Holder) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of its the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Common Stock or preferred stock that is convertible to Common Stock (a “Piggy-Back Registration”), it will give written notice to all Holders at least thirty (30) days before the initial filing with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise SEC of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written statement (a “Piggy-Back Registration Statement”), which notice to shall set forth the Company within 20 days intended method of disposition of the receipt securities proposed to be registered by the Company. The notice shall offer such Holders the opportunity to include in such filing such number of the written notice from the Company described aboveRegistrable Securities as each such Holder may request. (b) Notwithstanding any other provision of this Warrant, the Company's obligations Each Holder desiring to have Registrable Securities registered under this Section 7 2.04 (“Participating Piggy-Back Holders”) shall be advise the Company in writing within fifteen (15) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the following terms Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and conditionsthe managing underwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company would be greater than the Maximum Number of Securities (having the same meaning as defined in Section 2.01 but replacing the term “Demand Registration” with “Piggy-Back Registration”), then: (i) The obligations of In the event that the Company set forth under this Section 7 initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling equity holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register, shall not arise upon exceed the filing Maximum Number of a registration statement that covers any of the following: (A) securities proposed Securities, such amount to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered allocated among such selling equity holders based on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any each such planholder’s Pro Rata Percentage. (ii) If In the event any holder of securities of the Company files (other than a registration statement in connection with an underwritten public offering of Common StockHolder) initiated the Piggy-Back Registration, the Company shall use its best efforts include in such Piggy-Back Registration first, the securities such initiating equity holder proposes to cause register, second, the managing underwriter securities of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision selling equity holders (including Participating Piggy-Back Holders), in an amount which together with the securities the initiating equity holder proposes to register, shall not exceed the Maximum Number of this AgreementSecurities, if the managing underwriter of the public offering of the Common Stock gives written notice such amount to be allocated among such other selling equity holders based on each such holder’s Pro Rata Percentage; and third, any securities the Company thatproposes to register, in the reasonable opinion of such managing underwriteran amount which, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance together with the limitations imposed by securities the managing underwriterinitiating equity holder and the other selling equity holders propose to register, shall not exceed the Maximum Number of Securities. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (cd) The Company will pay all Registration Expenses (as defined below) in connection not hereafter enter into any agreement that is inconsistent with the registration rights of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company priority provided in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderparagraph (c) above.

Piggy Back Registration. (a) If the Company shallproposes to register any of its Securities under the Securities Act in order to effect a Public Offering, whether or not for sale for its own account, it will, each such time, give prompt written notice at least 15 Business Days prior to the anticipated filing date of the Registration Statement relating to such registration to each Representative A&B Holder and the Investors, which notice will set forth the Representative A&B Holders’ and the Investors’ rights under this Section 5.2 and will, subject to the provisions of Section 5.2(b), offer such Representative A&B Holders and the Investors the opportunity to include in such Registration Statement such number of Registrable Securities as each such Representative A&B Holder or the Investor may request (a “Piggy-Back Registration”). Subject to the foregoing, upon the written request of any Representative A&B Holders or the Investor made within 15 Business Days after the receipt of notice from the Company (which request will specify the number of Registrable Securities intended to be disposed of by such Representative A&B Holder or the Investor and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Representative A&B Holder or the Investor to the extent required to permit the disposition of the Registrable Securities so to be registered; provided, however, that (i) if such registration involves an underwritten Public Offering, all such Representative A&B Holders and Investors requesting to be included in the Company’s registration must sell their Registrable Securities to the Approved Underwriter on substantially the same terms and conditions as apply to the Company and (ii) if, at any time prior to the expiration of this Warrant, authorize a registration after giving written notice of its Common Stock with the intention to register any Registrable Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving 5.2(a) and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to register such Registrable Securities, the Company will give written notice to the Company within 20 days all such Representative A&B Holders and Investors, as applicable, and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations Investors under Section 5.1). No registration effected under this Section 7 shall be subject 5.2 will relieve the Company of its obligations to effect a Demand Registration to the following terms and conditions: (i) The obligations of the Company set forth under this extent required by Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice5.1. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the each registration of the Shares Registrable Securities requested pursuant to this Section 75.2. For purposes Each Representative A&B Holder and Investor or group thereof will be responsible on a pro rata basis (based on the number of shares of Registrable Securities of such entity or individual registered pursuant to a Piggy-Back Registration) for the payment of any discounts and/or commissions resulting from the engagement by such Representative A&B Holder or Investor of underwriters or placement agents in connection with resales of Registrable Securities subject to any registration pursuant to this WarrantSection 5.2. (b) If a registration pursuant to this Section 5.2 involves an underwritten Public Offering and the managing Approved Underwriter advises the Company that, in its view, the term "Registration Expenses" shall mean all expenses incurred number of shares of Registrable Securities that the Company and the Representative A&B Holders and Investors intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Securities proposed to be registered by the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in complying with such registration by the Representative A&B Holders and Investors pursuant to this Section 75.2 (allocated, includingif necessary, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Companyoffering not to exceed the Maximum Offering Size, state Blue Sky fees pro rata among the Representative A&B Holders and expensesInvestors on the basis of their relative ownership, transfer agent feeswhich, cost for the Investors shall take into account the number of engraving Securities issuable upon conversion of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, Convertible Notes and the expense of any special audits incident to or required Series C Preferred Stock held by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the HolderInvestor).

Piggy Back Registration. (a) If the Company shall, at any time prior time, beginning upon (but excluding) the Closing Date proposes to register any of its Ordinary Shares (other than (w) a shelf registration to register Ordinary Shares issued to investors in a private placement in connection with the expiration Business Combination, (x) a demand registration under Section 2.3, Section 2.4 or Section 2.5 of this WarrantAgreement, authorize (y) in connection with a registration on Form S-8 or (y) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its Common Stock with securities pursuant to an effective Registration Statement (a “Shelf Takedown”) it shall give written notice to all Holders of such intention not less than ten (10) days before the anticipated filing date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the Holders the opportunity to register the sale of such number of Registrable Securities and Exchange Commission as such Holders may request in writing. Upon the written request of any Holder given within seven (the "SEC")7) days after receipt of any such notice, the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statementor Shelf Takedown all of the Registrable Securities indicated in such request, so as to permit the disposition of the shares so registered; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. The Holder Company shall, in good faith, cause such Registrable Securities to be included in such registration or offering and, if applicable, shall exercise use its commercially reasonable efforts to cause the "piggy-back managing underwriter(s) of such registration rights" granted to permit the Registrable Securities requested by the Holders pursuant to this Section 7 2.2 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then shares will be included in such registration or Shelf Takedown up to such limitation in the following order or priority: (i) first, all Ordinary Shares that were being registered by the Company or pursuant to the exercise of demand rights by holders not party to this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such registration (pro rata to the respective number of Registrable Securities held by the Holders) and (iii) third, any other shares of the Company to be offered by any other holders will be included in such registration. The piggyback rights of the Holders under this Section, may be exercised an unlimited number of times. Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company within 20 days of such request to withdraw prior to the effectiveness of the receipt Registration Statement. The Company (whether on its own determination or as the result of the a withdrawal by persons making a demand pursuant to written notice from the Company described above. (bcontractual obligations) Notwithstanding may withdraw a Registration Statement at any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject time prior to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion effectiveness of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriterRegistration Statement. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at any time the Company intends to file on its behalf or on behalf of any of its securityholders a Registration Statement in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale of Common Stock held by the E-Z-EM Entities, other than a registration statement on Form S-8 or Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such intention to E-Z-EM at least 20 Business Days prior to the expiration anticipated filing date of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company such Registration Statement. Such Intended Offering Notice shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option offer to include the Shares to be issued in such Registration Statement for offer to the Holder upon the exercise of this Warrant in public such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock as E-Z-EM may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be underwrittenregistered, then the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such Registration Statement. E-Z-EM shall advise the Company in writing (such written notice being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery to E-Z-EM of the Intended Offering Notice, if E-Z-EM desires to participate in such offering. The Piggy-back Notice shall set forth the number of Shares purchased by shares of Common Stock E-Z-EM desires to have included in the Holder upon Registration Statement and offered to the exercise public. Upon the request of the Company, E-Z-EM shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. (b) In connection with an underwritten offering pursuant to this Warrant Section 2.2, if the managing underwriter or underwriters advise the Company and E-Z-EM in writing that in its or their opinion the number of securities proposed to be registered exceeds the number that can be sold in such offering, the Company shall include in such Registration the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold as follows: (i) first, the securities that the Company shall proposes to sell, (ii) second, Applicable Securities requested to be obligated to include included in the registration statement shall be reduced in accordance with the limitations imposed such Registration by the managing underwriter. E-Z-EM and (iii) The Holder must provide third, other securities requested to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationsuch Registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration rights of the Shares E-Z-EM pursuant to Section 2.1 hereof and this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses2.2 are cumulative, and the expense exercise of any special audits incident to or required by any rights under one such registration, but excluding underwriting discounts and selling commissions attributable section shall not exclude the subsequent exercise of rights under the other section (except to the Shares extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any Registration as to which any right under Section 2.2 may exist at any time and for any reason without liability hereunder. In such event, the fees and expenses of Company shall notify E-Z-EM (if E-Z-EM has delivered a Piggy-back Notice to the Holder's own counsel and accountants, which Company to participate therein). (d) Nothing contained in this Section 2.2 shall be borne by deemed to eliminate the Holderrequirements of obtaining E-Z-EM's consent under ARTICLE 1.

Piggy Back Registration. (a) If the Company shall, at any time prior to the expiration of this Warranton or after September 1, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")2017, the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option propose to include the Shares to be issued to the Holder upon the exercise of this Warrant in such file any registration statement. The Holder shall exercise the "piggy-back statement (other than any registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding on Form X-0, X-0 or any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible intosimilarly inappropriate form, or exchangeable for, shares of Common Stock; (Cany successor forms thereto) securities to be issued pursuant to under the Securities Act covering a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of the Company’s Common Stock, it will notify the Company shall Subscriber hereof at least ten (10) days prior to each such filing and will use its best efforts to cause include in such Registration Statement (to the managing underwriter extent permitted by applicable regulation), the shares of Common Stock, including shares underlying the proposed offering Warrants, purchased by the Subscriber to grant any request the extent requested by the Holder that Shares purchased hereof within five (5) days after receipt of notice of such filing (which request shall specify the interest the shares of Common Stock intended to be sold or disposed of by the Holder upon Subscriber and describe the exercise nature of this Warrant be included in the any proposed public offering on terms and conditions sale or other disposition thereof); provided, however, that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total greater number of shares of Common Stock to is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter (if any) of the proposed offering can be underwrittenaccommodated without adversely affecting the proposed offering, then the amount of shares of Common Stock proposed to be offered by the Subscriber for registration, as well as the number of Shares purchased by securities of any other selling shareholders participating in the Holder upon the exercise of this Warrant that the Company registration, shall be obligated proportionately reduced to include in the registration statement shall be reduced in accordance with the limitations imposed a number deemed satisfactory by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) . The Company will pay shall bear all Registration Expenses (as defined below) expenses and fees incurred in connection with the registration preparation, filing, and amendment of the Shares pursuant Registration Statement with the SEC, except that the Subscriber shall pay all fees, disbursements and expenses of any counsel or expert retained by the Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to this Section 7the shares of Common Stock included in the Registration Statement. For purposes The Subscriber agrees to cooperate with the Company in the preparation and filing of this Warrantany Registration Statement, and in the term "Registration Expenses" shall mean all expenses incurred furnishing of information concerning the Subscriber for inclusion therein, or in any efforts by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for to establish that the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing proposed sale is exempt under the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of Securities Act as to any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderproposed distribution.

Piggy Back Registration. (aSubject to Section 2(a) If hereof, if the Company shall, at any time prior proposes to the expiration of this Warrant, authorize file a registration statement under the Securities Act with respect to an underwritten equity offering by the Company, in an amount of at least Thirty Million Dollars ($30,000,000) for its own account or for the account of any of its security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Class A Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon for its own account as a result of the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company exchange rights set forth under this Section 7 shall not arise upon in the filing of Partnership Agreement, (ii) any registration statement filed in connection with a demand registration right, (iii) a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 or S-8 (or any registration substitute form promulgated that may be adopted by the SEC in substitution of that form); Commission) or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement filed in connection with an underwritten public exchange offer or offering of Common Stocksecurities solely to the Company’s existing securities holders), or (iv) any registration statement filed prior to the first anniversary of the initial closing of the Offering, then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall offer the Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”); provided, however, that in no event shall the Company be required to register in a Piggy-Back Registration any Registrable Securities registered pursuant to an effective, or filed but not yet effective, Continuous Offering Registration Statement. The Company shall use its best commercially reasonable efforts to cause the managing underwriter or underwriters of the a proposed underwritten offering to grant any request by permit the Holder that Shares purchased by the Holder upon the exercise of this Warrant Registrable Securities requested to be included in a Piggy-Back Registration to be included on the proposed public offering on same terms and conditions that are customary under industry practice. Notwithstanding as any other provision of this Agreement, if the managing underwriter similar securities of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriterincluded therein. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shallintends to file on its behalf or on behalf of any other Person a prospectus or a registration statement under the Securities Act in connection with a public offering of any securities of the Company (if such offering will occur on or after February 1, 2016) on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-8, Form F-7, Form F-8, Form F-80 or Form F-4 or any successor or similar form, then the Company shall give written notice (an “Intended Offering Notice”) of such intention to Cinven on behalf of the Holders at any time least 20 calendar days prior to the expiration anticipated filing date of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such prospectus or registration statement. The Holder Such Intended Offering Notice shall exercise the "piggy-back offer to include in such prospectus or registration rights" granted pursuant to this Section 7 by giving written notice statement for offer to the Company within 20 days public such number of Registrable Securities as the Holders may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number of securities proposed to be registered, the proposed date of filing of such prospectus or registration statement, any proposed means of distribution of such securities and any proposed managing underwriter or underwriters of such securities, and such price as is proposed to appear on the facing page of such prospectus or registration statement. Cinven on behalf of the receipt of Holders shall advise the Company in writing (the written notice from of Cinven being a “Piggy-back Notice”) not later than 10 calendar days after the Company described aboveCompany’s delivery to Cinven on behalf of the Holders of the Intended Offering Notice, setting forth the number of Registrable Securities the Holders desire to have included in the prospectus or registration statement and offered to the public. Upon the request of the Company, the Holders shall enter into such underwriting, custody, lock-up and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in In connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreementoffering, if the managing underwriter of the public offering of the Common Stock gives written notice to or underwriters advise the Company in writing that in its or their opinion the number of securities proposed to be registered exceeds the number that can be sold in such offering, the Company shall include in such Registration the number of securities that, in the reasonable opinion of such managing underwriterunderwriter or underwriters, marketing factors require a limitation of can be sold as follows: (i) first, the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant securities that the Company shall be obligated proposes to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all informationsell, and take all action(ii) second, the Parent reasonably requests with reasonable advance notice, Applicable Securities requested to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in such offering by the registrationHolders and the securities requested to be included in such offering by other Persons, if any. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration rights of the Shares Holders pursuant to Section 2, Section 3 and this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses4 are cumulative, and the expense exercise of any special audits incident to or required by any rights under one such registration, but excluding underwriting discounts and selling commissions attributable Section shall not exclude the subsequent exercise of rights under the other such Section (except to the Shares extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any registration as to which any right under Section 4 may exist at any time and for any reason without liability hereunder or recourse. In such event, the fees and expenses Company shall notify Cinven on behalf of the Holder's own counsel and accountants, which shall be borne by Holders to the Holderextent that it has delivered a Piggy-back Notice to participate therein.

Piggy Back Registration. (a) If the Company shallSubject to Sections 8 and 12 hereof, if at any time prior after the date of this Agreement during the Period, the Company in addition to any of the holders of the Common Stock other than the Optionee propose to file a registration statement to register any security of the Company (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to the expiration of this Warrantpublic in an underwritten offering upon which may be registered securities similar to the Option Shares, authorize a registration it will at each such time give written notice to the Optionee of its Common Stock with intention to do so ("Notice of Intent") and, upon the Securities written request of the Optionee made within 30 calendar days after the receipt of any such notice (which request must specify that the Optionee intends to dispose of all of the Option Shares held by the Optionee on the date the Notice of Intent is received by the Optionee, and Exchange Commission (state the "SEC"intended method of disposition thereof), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall will use its best efforts to cause effect the managing underwriter registration under the Securities Act of the proposed offering Option Shares which the Company has been so requested to grant any request by register, to the Holder extent requisite to permit the intended disposition; provided, however, that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter shall certify in writing that inclusion of all of the public offering Option shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution of the Common Stock gives securities in respect of which registration was originally to be effected (x) at a price reasonably related to fair value, and (y) under circumstances which will not materially and adversely affect the market of the Company's securities (such writing to state the basis of such opinion and the maximum number of shares which may be distributed without such interference), then the Company may, upon written notice to the Company thatOptionee, in have the reasonable opinion right to exclude from such registration such number of such managing underwriter, marketing factors require a limitation of Option Shares which it would otherwise be required to register hereunder as is necessary to reduce the total number amount of shares of Common Stock securities to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide so registered to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will maximum amount which can be included in the registrationso marketed. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4, F-4 or S-8 (or any successor form) for securities to be offered in a transaction of its the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Common Stock (a “Piggy-Back Registration”), it shall give written notice to all Holders at least thirty (30) days before the initial filing with the Securities and Exchange Commission SEC of such registration statement (the "SEC"a “Piggy-Back Registration Statement”), which notice shall set forth the number of Common Stock that the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise other holders of this Warrant Common Stock, if any, then contemplate including in such registration statement. The Holder shall exercise and the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days intended method of the receipt disposition of the written notice from the Company described abovesuch Common Stock. (b) Notwithstanding If any other provision of this Warrant, the Company's obligations Holder desires to have Registrable Securities registered under this Section 7 2.2 (the “Participating Piggy-Back Holders”), it shall be subject to the following terms and conditions: (i) The obligations of advise the Company set forth in writing within ten (10) days after the date of receipt of such notice from the Company of its desire to have Registrable Securities registered under this Section 7 2.2, and shall not arise upon set forth the filing number of Registrable Securities for which registration is requested. The Company shall thereupon use reasonable efforts to include, or in the case of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockoffering, the Company shall use its best reasonable efforts to cause the managing underwriter of the proposed offering or underwriters to grant any request by the permit such Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thatinclude, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then filing the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated Registrable Securities for which registration is so requested, subject to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. paragraph (iiic) The Holder must provide to the Company all informationbelow, and take all action, shall use reasonable efforts to effect registration of such Registrable Securities under the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationSecurities Act. (c) The If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises the Company will pay all and the Holders that, in its reasonable opinion, the number of Registrable Securities requested to be included in the Piggy-Back Registration Expenses (as defined below) in connection together with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred securities being registered by the Company or any other security holder exceeds the Maximum Offering Size, then: (i) in complying with this Section 7the event the Company initiated the Piggy-Back Registration, includingthe Company shall include in such Piggy-Back Registration first, without limitationthe securities the Company proposes to register, all registration and filing feessecond, exchange listing fees, printing expenses, fees and disbursements the securities of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectusesParticipating Piggy-Back Holders, and third, the expense securities of all other selling security holders, to be included in such Piggy-Back Registration in an amount that together with the securities the Company proposes to register, shall not exceed the Maximum Offering Size and shall be allocated among such selling security holders on a pro rata basis (based on the number of Common Stock held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any special audits incident other selling security holders (including the Participating Piggy-Back Holders), in an amount that together with the securities the initiating security holder proposes to or required register, shall not exceed the Maximum Offering Size, such amount to be allocated among all such selling security holders on a pro rata basis (based on the number of Common Stock held by each such selling security holder) and third, any such registrationsecurities the Company proposes to register, but excluding underwriting discounts and selling commissions attributable to in an amount that together with the Shares securities the initiating security holder and the fees and expenses other selling security holders propose to register, shall not exceed the Maximum Offering Size. (d) The Company shall not hereafter enter into any agreement that is inconsistent with the rights of the Holder's own counsel and accountants, which shall be borne by the Holderpriority provided in Section 2.2(c) without Shareholder’s prior written consent.

Piggy Back Registration. (a) If Subject to Section 3.1 hereof, if the Company shallproposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, at (ii) any time prior registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"Company’s existing security holders), then the Company shall furnish the Holder with at least 30 days prior give written notice thereof of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall have use commercially reasonable efforts to cause the option managing Underwriter or Underwriters of a proposed underwritten offering to include permit the Shares Registrable Securities requested to be issued included in a Piggy-Back Registration to be included on the Holder upon the exercise same terms and conditions as any similar securities of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described aboveincluded therein. (b) Notwithstanding The Company shall select the lead underwriter or underwriters and any other provision co-manager or co-managers to administer any offering of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued Registrable Securities pursuant to a transaction registered on Form S-4 (or any registration form promulgated by Piggy-Back Registration. In the SEC in substitution event the Company gives the Holders notice of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable its intention to effect an offering pursuant to any a Piggy-Back Registration and subsequently declines to proceed with such plan. (ii) If offering, the Company files a registration statement Holders shall have no rights in connection with an underwritten public offering such offering; provided, however, that, subject to Section 3.13 and Section 3.14, at the request of Common Stockthe Holders, the Company shall use its best efforts proceed with such offering with respect to cause the managing underwriter Registrable Securities included therein, which offering shall be deemed a Demand Registration for all purposes hereunder. The Holders shall participate in any offering of the proposed offering Registrable Securities pursuant to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreementa Piggy-Back Registration (or deemed Demand Registration, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced applicable) in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to same plan of distribution for such Piggy-Back Registration as the Company all informationor the holder or holders of Common Stock that proposed such Piggy-Back Registration, and take all action, as the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationcase may be. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at any time prior after a Public Offering the Company intends to the expiration file on its behalf or on behalf of this Warrant, authorize a registration any of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files securityholders a registration statement in connection with an underwritten a public offering of Common Stockany securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities of the same class held by the Holder, other than a registration statement on Form S-8 or Form S-4 (or any successor forms) or in any other transaction of the type specified in Rule 145 under the Securities Act (or any successor forms), then the Company shall use its best efforts give written notice (an "Intended Offering Notice") of such intention to cause the Holder at least 20 Business Days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number of Registrable Securities as the Holder may request subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to grant any request by appear on the facing page of such registration statement. If the Holder that Shares purchased by desires to have Registrable Securities included in such registration statement and offered to the public it shall so advise the Company in writing (the written notice of the Holder upon being a "Piggy-back Notice") not later than 10 Business Days after the exercise Company's delivery to the Holder of this Warrant be the Intended Offering Notice, setting forth the number of Registrable Securities that the Holder desires to have included in the registration statement and offered to the public. Upon the request of the Company, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreementoffering. (b) In connection with an underwritten offering, if the managing underwriter of the public offering of the Common Stock gives written notice to or underwriters advise the Company in writing that in its or their opinion the number of securities proposed to be registered exceeds the number that can be sold in such offering, the Company shall include in such Registration the number of securities that, in the reasonable opinion of such managing underwriterunderwriter or underwriters, marketing factors require a limitation of can be sold as follows: (i) first, the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant securities that the Company shall proposes to sell on its own behalf or, if the Registration is in response to a demand registration right of the Holder pursuant to Section 2(a) hereof, or any other Person pursuant to Section 2(a) of the Parallel Registration Rights Agreement the Applicable Securities requested to be obligated registered pursuant to include the applicable demand registration request, and (ii) second, pro rata among the Applicable Securities requested to be included in such Registration pursuant to the registration statement shall be reduced in accordance with terms of Section 3(a) hereof and Section 3(a) of the limitations imposed by the managing underwriter. Parallel Registration Rights Agreement (iii) The Holder must provide to third, if any, securities held by other shareholders of the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement who have requested that will cover the Shares that will their securities be included in the registrationsuch Registration Statement. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration rights of the Shares Holders pursuant to Section 2 hereof and this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses3 are cumulative, and the expense exercise of any special audits incident to or required by any rights under one such registration, but excluding underwriting discounts and selling commissions attributable Section shall not exclude the subsequent exercise of rights under the other such Section (except to the Shares extent expressly provided otherwise herein). Subject to Section 2 hereof, the Company may abandon and/or withdraw any registration as to which rights under Section 3 may exist at any time and for any reason without liability hereunder. In such event, the fees and expenses of the Holder's own counsel and accountants, which Company shall be borne by the Holderpromptly notify each Person that has delivered a Piggy back Notice to participate therein.

Piggy Back Registration. (a) If the Company shall, at any time prior the Company proposes to file on its behalf or on the expiration behalf of this Warrant, authorize a registration any of its Common Stock with securityholders a Registration Statement under the Securities and Exchange Commission Act with respect to an offering of any class of its common equity securities (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of than a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets Registration Statement on Form S-8 or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration substitute form promulgated that may be adopted by the SEC in substitution of that formCommission); or (D) a stock option), stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If then the Company files shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a registration statement in connection with an "Piggy-Back Registration"). In the case of any underwritten public offering of Common Stockoffering, the Company shall use its best efforts to cause the managing underwriter or underwriters of the such proposed underwritten offering to grant any request by permit the Holder that Shares purchased by the Holder upon the exercise of this Warrant Registrable Securities requested to be included in a Piggy-Back Registration to be included on the proposed public offering on same terms and conditions that are customary under industry practice. Notwithstanding as any similar securities of any other provision securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Agreement, if the managing underwriter of the public offering of the Common Stock gives Section 9.2 by giving written notice to the Company of its request to withdraw prior to the time such Registration is declared or becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it is declared or becomes effective; provided that the Company shall give prompt notice thereof to participating Selling Holders. (b) No failure to effect a registration under Section 9.2(a) and to complete the sale of shares of Common Stock in connection therewith shall relieve the Company of any other obligation under this Warrant. (c) If the managing underwriter or underwriters of any underwritten offering described in Section 9.2(a) have informed the Company in writing that in its or their opinion the number of securities proposed to be registered materially and adversely affect the success of such offering, including the price at which such securities can be sold, the Company shall include in such Registration the number of securities that, in the reasonable opinion of such managing underwriterunderwriter or underwriters, marketing factors require a limitation can be sold as follows: (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested to be included pursuant to Section 9.2(a) hereof, and (iii) other securities requested to be included in such registration; provided, however, that if any securityholder of the Company, other than the Selling Holders, has been granted registration rights by the Company with respect to any security of the Company (an "Other Registering Holder"), and such Other Registering Holders desire to participate in the Piggy-back Registration, then the number of securities that may be offered by the Other Registering Holders and the number of Registrable Securities that may be offered by the Selling Holders shall be reduced or limited pro rata in proportion to the respective number of securities requested to be registered to the extent necessary to reduce the total number of shares of Common Stock requested to be underwritten, then included in such offering to the number of Shares purchased shares recommended by such managing underwriters. (d) If the Holder upon managing underwriter or underwriters of any underwritten offering described in Section 9.2(a) notify the exercise Selling Holders requesting inclusion of this Warrant Registrable Securities in such offering, that the kind of securities that the Selling Holders, the Company shall be obligated and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the registration statement success of such offering, (x) the Registrable Securities to be included in such offering shall be reduced as described in accordance with paragraph (c) above or (y) if a reduction in the limitations imposed by Registrable Securities pursuant to paragraph (c) above would, in the judgment of the managing underwriterunderwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. (iiie) The If, as a result of the proration provisions of this Section 9.2, any Selling Holder must provide shall not be entitled to the Company include all informationRegistrable Securities in a Piggy-Back Registration that such Selling Holder has requested to be included, and take all actionsuch Selling Holder may elect to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); provided, the Parent reasonably requests with reasonable advance noticehowever, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holder shall no longer have any right to enable it to comply with any applicable law or regulation or to prepare include Registrable Securities in the registration statement that will cover the Shares that will be included in the registrationas to which such Withdrawal Election was made. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. If the Company proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security Holders, other than Holders of Registrable Shares pursuant hereto (a “Piggy-Back Registration Statement”), except for (i) a registration relating solely to the sale of securities to participants in the Company’s stock plans or employee benefit plans or (ii) a registration relating solely to an transaction for which Form S-4 may be used, then: (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior give written notice thereof of such determination to each Holder of Registrable Shares, and the each such Holder shall have the option right to include request, by written notice given to the Company within fifteen (15) days of the date that such written notice was mailed by the Company to such Holder, that a specific number of Registrable Shares held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of the Company and for the account of its shareholders (other than the Holders of Registrable Shares), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Shares to be issued included therein must agree (i) to sell such Holder’s Registrable Shares on the same basis as provided in the underwriting arrangement approved by the Company, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines in writing that inclusion of all or any portion of the Registrable Shares in such offering would materially and adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering, the aggregate number of Registrable Shares that may be sold by the Holders shall be limited to such number of Registrable Shares, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect, as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the Holder maximum number of securities to be sold by the Company for its own account, and, second, the balance, if any, of the Registrable Shares requested to be included therein by the Holders; (e) Holders of Registrable Shares shall have the right to withdraw their Registrable Shares from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the exercise underwriters for such underwritten offering and the Holders of this Warrant Registrable Shares; (f) The Holders will advise the Company at the time a registration becomes effective whether the Registrable Shares included in such the registration statement. The Holder shall exercise will be underwritten or sold directly by the "Holders; (g) All demand and piggy-back registration rights" granted rights of the Holders shall terminate when all of the Registrable Shares then outstanding may be sold pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described aboveRule 144(k). (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at G Mining proposes to file a preliminary prospectus or prospectus supplement under any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) Canadian or U.S. securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement laws in connection with an underwritten the distribution by way of a public offering of Common StockVoting Shares or Convertible Securities (including a secondary offering of Voting Shares or Convertible Securities held by shareholders other than Xx Xxxxxx), G Mining will, at all such times, give Xx Xxxxxx at least ten (10) business days' written notice of such filing. Upon the Company shall written request of Xx Xxxxxx, given within five (5) business days after receipt of such notice by Xx Xxxxxx, G Mining will, subject to an Underwriter's Cutback, use its best commercially reasonable efforts to cause the managing underwriter all of the proposed offering Voting Shares or Eligible Convertible Securities that Xx Xxxxxx and its affiliates have requested to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the prospectus or prospectus supplement filing to be included in and sold pursuant to the prospectus or prospectus supplement (provided however, that if such proposed distribution is to be effected on a Bought Deal basis, or another public offering on terms which is not expected to include a road show, the notice periods set forth in this Section 3.3 shall not be applicable and conditions G Mining shall give Xx Xxxxxx such notice as is practicable under the circumstances (but no less than five (5) business days) given the speed and urgency with which Bought Deals or such other public offerings are currently carried out in common market practice of its right to participate thereunder and La Mancha shall have two (2) business days from the receipt of such notice to notify G Mining that are customary under industry practice. Notwithstanding any it will participate in the Bought Deal or such other provision of this Agreementpublic offering, if failing which G Mining shall be free to pursue the managing underwriter of the Bought Deal or such other public offering without the participation of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require La Mancha and its affiliates) (a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company Piggy-Back Registration). G Mining shall not be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide effect any Piggy-Back Registration under this Section 3.3 incidental to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with distribution of any applicable law of its Voting Shares or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) Convertible Securities in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company any public offering in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense respect of any special audits incident to acquisition of assets or required shares of another entity, or any merger, amalgamation, arrangement, reorganization or other business combination, after the First Closing Date by G Mining or any such registrationof its subsidiaries of or with any other businesses, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountantsprovided, which for greater certainty, that Xx Xxxxxx shall be borne by the Holderentitled to exercise its Anti-dilution Right in connection with such offering.

Piggy Back Registration. (a) If the Company shall, at any time prior the Company intends to the expiration file on its behalf or on behalf of this Warrant, authorize a registration any of its Common Stock with the Securities and Exchange Commission stockholders (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company than as set forth under this in Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A2) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten a public offering of Common Stockcommon stock or any securities of the Company convertible into or exercisable for common stock on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities held by a Covered Holder or Warrant Holder, other than a registration statement on Form S-8 or Form S-4 or any successor form or other forms promulgated for similar purposes, then the Company shall give written notice (an “Intended Offering Notice”) of such intention to each Covered Holder and Warrant Holder at least twenty (20) business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public such number or amount of Registrable Securities as each such Covered Holder and Warrant Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and (if available or as soon as available) a good faith estimate (which may be a range) by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Any Covered Holder or Warrant Holder desiring to have Registrable Securities included in such Registration Statement and offered to the public shall so advise the Company in writing (the written notice of any such Holder being a “Piggy-Back Notice”) not later than ten (10) business days after the Company’s delivery to such Holders of the Intended Offering Notice, setting forth the number of Registrable Securities such Holder desires to have included in the Registration Statement and offered to the public. Upon the request of the Company, such Holders shall (i) enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering and (ii) complete and execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting arrangements. (b) In connection with an Underwritten offering, if the managing Underwriter or Underwriters advise the Company in writing that in its or their opinion the number of securities proposed to be registered exceeds the number that can be sold in such offering, the Company shall use include in such Registration the number of securities that, in the opinion of such managing Underwriter or Underwriters, can be sold as follows: (i) first, the securities that the Company proposes to sell on its best efforts behalf (ii) second, the Applicable Securities requested to cause be included in such Registration, pro rata among the managing underwriter Covered Holders that have submitted a Piggy-Back Notice to the Company pursuant to Section 3(a), (iii) third, the Applicable Securities to be included in such Registration, pro rata among the Warrant Holders that have submitted a Piggy-Back Notice to the Company pursuant to Section 3(a) and (iv) fourth, other securities requested to be included in such Registration; provided, however, the Covered Holders desiring to have Registrable Securities included in such an Underwritten offering shall not be reduced to less than twenty-five percent (25%) of the proposed offering aggregate securities to grant any request by be sold in such offering, unless in the Holder opinion of such managing Underwriter or Underwriters only the securities that Shares purchased by the Holder upon the exercise of this Warrant Company proposes to sell on its behalf should be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationRegistration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration rights of the Shares Covered Holders pursuant to Section 2 hereof and this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses3 are cumulative, and the expense exercise of any special audits incident to or required by any rights under one such registration, but excluding underwriting discounts and selling commissions attributable Section shall not exclude the subsequent exercise of rights under the other such Section. Notwithstanding anything herein to the Shares contrary, the Company may abandon and/or withdraw any registration (other than pursuant to Section 2 hereof) as to which any right under this Section 3 may exist at any time and for any reason without liability hereunder. In such event, the fees and expenses of the Holder's own counsel and accountants, which Company shall be borne by the Holderso notify each Holder that has delivered a Piggy-Back Notice to participate therein.

Piggy Back Registration. (a) If the Company shall, at any time prior to on or after the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")date hereof, the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option proposes to include the Shares to be issued to the Holder upon the exercise of this Warrant in such file any registration statement. The Holder shall exercise the "piggy-back statement (other than any registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding on Form X-0, X-0 or any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible intosimilarly inappropriate form, or exchangeable for, shares of Common Stock; (Cany successor forms thereto) securities to be issued pursuant to under the Securities Act covering a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockthe Company’s common stock, it will notify the Company shall Subscriber at least ten (10) days prior to each such filing and will use its best efforts to cause include in such Registration Statement (to the managing underwriter extent permitted by applicable regulation), the Securities purchased by the Subscriber hereunder and/or any shares of common stock issued pursuant to the Buyer Note (as defined in the Purchase Agreement) to the extent requested by the Subscriber within five (5) days after receipt of notice of such filing (which request shall specify the shares of common stock of the Company intended to be sold or disposed of by the Subscriber and describe the nature of any proposed sale or other disposition thereof); provided, however, that if a greater number of shares of the Company’s common stock is offered for participation in the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, than in the reasonable opinion of such the managing underwriter, marketing factors require a limitation underwriter (if any) of the total number proposed offering can be accommodated without adversely affecting the proposed offering, then the amount of shares of Common Stock common stock of the Company proposed to be underwrittenoffered by the Subscriber for registration, then as well as the number of Shares purchased by the Holder upon the exercise securities of this Warrant that the Company shall be obligated to include any other selling stockholders participating in the registration statement shall registration, will be proportionately reduced in accordance with the limitations imposed to a number deemed satisfactory by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) . The Company will pay bear all Registration Expenses (as defined below) expenses and fees incurred in connection with the registration preparation, filing, and amendment of the Shares pursuant registration statement with the SEC, except that the Subscriber shall pay all fees, disbursements and expenses of any counsel or expert retained by the Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to this Section 7the Securities included in the registration statement. For purposes The Subscriber agrees to cooperate with the Company in the preparation and filing of this Warrantany registration statement, and in the term "Registration Expenses" shall mean all expenses incurred furnishing of information concerning the Subscriber for inclusion therein, or in any efforts by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for to establish that the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing proposed sale is exempt under the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of Securities Act as to any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderproposed distribution.

Piggy Back Registration. (a) If the Company shall, at proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 (or any successor form) for securities to be offered in a transaction of its Common Stock the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Shares (a “Piggy-Back Registration”), it shall give written notice to Selling Shareholder at least thirty (30) days before the initial filing with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise SEC of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written statement (a “Piggy-Back Registration Statement”), which notice to shall set forth the number of Shares the Company within 20 days and other holders, if any, then contemplated including in such registration and the intended method of disposition of such Shares. The notice shall offer to include in such filing the receipt aggregate number of the written notice from the Company described aboveRegistrable Securities as Selling Shareholder may request. (b) Notwithstanding any other provision of this Warrant, the Company's obligations If Selling Shareholder desires to have Registrable Securities registered under this Section 7 3, it shall be subject to the following terms and conditions: (i) The obligations of advise the Company set forth in writing within ten (10) days after the date of receipt of such offer from the Company of its desire to have Registrable Securities registered under this Section 7 3, and shall not arise upon set forth the filing number of Registrable Securities for which registration is requested. The Company shall thereupon include, or in the case of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockoffering, the Company shall use its reasonable best efforts to cause the managing underwriter of the proposed offering or underwriters to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice permit such Selling Shareholder to the Company thatinclude, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then filing the number of Shares purchased Registrable Securities for which registration is so requested by Selling Shareholder, subject to paragraph (c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Holder upon the exercise Securities Act. Any withdrawal of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, for any reason shall constitute and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with effect an automatic withdrawal of any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registrationPiggy-Back Registration related thereto. (c) The If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises the Company will pay all Registration Expenses (as defined below) and Selling Shareholder in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrantwriting that, in its opinion, the term "number of Registrable Securities requested to be included in the Piggy-Back Registration Expenses" shall mean all expenses incurred in addition to the securities being registered by the Company or any other security holder would be greater than the total number of securities which can be sold in complying the offering without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including Selling Shareholder, to be included in such Piggy-Back Registration in an amount that together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, any securities the Company proposes to register, in an amount that together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, and third, the securities of any other selling security holders (including Selling Shareholder), in an amount that together with the securities the initiating security holder proposes to register and the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder). (d) the Company shall not hereafter enter into any agreement that is inconsistent with the rights of priority provided in Section 3(c). (e) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7, including, without limitation, all 3 prior to the effectiveness of such registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense whether or not any Selling Shareholder has elected to include securities in such registration. The Registration Expenses of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which withdrawn registration shall be borne by the HolderCompany.

Piggy Back Registration. 1.1 If at any time on or after the date of the Closing the Parent proposes to file any Registration Statement under the 1933 Act (aa “Registration Statement”) If with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company shallParent for its own account or for shareholders of the Parent for their account (or by the Parent and by shareholders of the Parent), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Parent shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Parent as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Parent shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Parent and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. 1.2 Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Parent of such request to withdraw prior to the effectiveness of the Registration Statement. The Parent (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the expiration effectiveness of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practiceRegistration Statement. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all actionwithdrawal, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will shall pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company holders of Registrable Securities in complying connection with such Piggy-Back Registration as provided in Section 1.5 below. 1.3 The Parent shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Parent shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment. 1.4 The Parent may request a holder of Registrable Securities to furnish the Parent such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Parent may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Parent with such information. 1.5 All fees and expenses incident to the performance of or compliance with this Section 7Exhibit 6.15 by the Parent shall be borne by the Parent whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration fees and filing feesexpenses of the Parent’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, exchange listing fees(B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, printing expenses(C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Parent in writing (including, without limitation, fees and disbursements of counsel for the Company, state Parent in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and expensesdisbursements of counsel for the Parent, transfer agent fees(v) 1933 Act liability insurance, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing if the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectusesParent so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Parent in connection with the consummation of the transactions contemplated by this Exhibit 6.15. In addition, the Parent shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares annual audit and the fees and expenses incurred in connection with the listing of the Holder's own counsel Registrable Securities on any securities exchange as required hereunder. In no event shall the Parent be responsible for any broker or similar commissions of any holder of Registrable Securities. 1.6 The Parent and accountantsits successors and assigns shall indemnify and hold harmless the Lender, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Lender or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1000 Xxx) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Parent of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit 6.15, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Lender or such holder of Registrable Securities furnished to the Parent by such party for use therein. The Parent shall notify the Lender and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit 6.15 of which the Parent is aware. 1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Parent shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Parent and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Parent and Indemnified Party shall be borne determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the HolderParent or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Lender nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Piggy Back Registration. (a) If the Company shall, shall at any time prior (i) propose to file a registration statement under the Securities Act for an underwritten offering of securities of the Company for the Company or for resale by holders of the Company’s securities other than Registrable Securities (the “Requesting Holders”) or (ii) proposes an underwritten offering pursuant to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")Initial Registration Statement, the Company shall furnish the Holder with at least 30 days prior provide prompt written notice thereof of such proposal, in any event, not less than 15 days before the anticipated filing date, to all Stockholders and the Holder shall have the option Xxxxx of its intention to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days do so, of the receipt underwriters selected for such offering and of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations such Stockholders’ rights under this Section 7 shall be subject to the following terms and conditions: (i) 3. The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause include such number of Registrable Securities in such registration statement (a “Piggy-back Registration”), which request shall be made to the managing underwriter Company within 15 days after such Stockholders and Xxxxx receive notice from the Company of such proposed registration; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the proposed offering registration statement filed in connection with such registration, the Company shall determine for any reason not to grant register such securities, the Company may, at its election, give written notice of such determination to each Stockholder and Xxxxx and, thereupon, shall be relieved of its obligation to register any request by the Holder that Shares purchased by the Holder upon the exercise Registrable Securities in connection with such registration, and (ii) all holders of this Warrant Registrable Securities requesting to be included in the proposed public offering registration must sell their Registrable Securities to the underwriters on the same terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice as apply to the Company thatand/or the Requesting Holders, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law secondary offerings. Any Stockholder or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares Xxxxx requesting pursuant to this Section 73 to be included in a registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. For purposes If a Stockholder does not participate either voluntarily or involuntarily in the offering described in this section 3(a), Stockholder shall retain all of its rights under this WarrantSection 3(a), and those set forth under Section 2(a) above, relating to any remaining Common Stock held by such Stockholders. (b) If the managing underwriter reasonably and in good faith advises the Company in writing that, in its opinion, the term "Registration Expenses" number of securities to be included in such registration pursuant to Section 3(a) exceeds the number which can be sold in such offering without an adverse effect on the price, timing or distribution of such offering, then (i) first, the number of securities the Company is registering and, if applicable, the number of securities which Company’s security holders other than the Requesting Holders requested to be included in such registration shall mean all expenses incurred be reduced as necessary pro rata in proportion to the relative number of securities requested by the Company and each such holder to be included until the number of securities to be included in complying with this Section 7, including, without limitation, all such registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for no longer exceeds the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectusesnumber which can be sold in such offering, and (ii) second, the expense number of any special audits incident securities which the Requesting Holders requested to or required by any be included in such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which registration shall be borne by reduced as applicable until the Holdernumber of securities to be included in such registration no longer exceeds the number which can be sold in such offering.

Piggy Back Registration. (a) If the Company shall, at At any time during the term of this Agreement if Company proposes to register any of its Company Stock or any other of its common equity securities (but not including debt instruments or preferred stock convertible into its common equity securities) (collectively, “Other Securities”) under the Securities Act (other than a registration on Form S-4 or S-8 or any successor form thereto), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, it will each such time give prompt written notice to each Holder of its intention to do so at least ten (10) days prior to the expiration anticipated filing date of this Warrant, authorize a the registration of its Common Stock with statement relating to such registration. Such notice shall offer each such Holder the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option opportunity to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statementstatement such number of Registrable Securities as each such Holder may request. The Holder shall exercise Upon the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to request of any such Holder, made no later than 5:00 p.m. New York City, New York time on the Company within 20 days of the fifth (5th) day after such Holder’s receipt of Company’s notice (which request shall specify the written notice from the Company described above. (b) Notwithstanding any other provision number of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed Registrable Securities intended to be issued in exchange for assets or securities disposed of another corporation; (B) debt securities not convertible intoand the intended method of disposition thereof), or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its reasonable best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thateffect, in the reasonable opinion of such managing underwritermanner set forth in Section 5, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant Other Securities, the registration under the Securities Act of all Registrable Securities which Company has been so requested to register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered; provided that: (a) if at any time after giving written notice of its intention to register any securities and prior to the effective date of such registration, Company shall determine for any reason not to register or to delay registration of such securities, Company may, at its election, give written notice of such determination to the Holder and, thereupon, (A) in the case of a determination not to register, Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration, Company shall be permitted to delay registration of any Registrable Securities requested to be included in such registration for the same period as the delay in registering such Other Securities; (b) if the registration referred to in the first sentence of this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses3 is to be an underwritten registration, and the expense managing underwriter advises Company in writing that, in such firm’s opinion, such offering would be materially and adversely affected by the inclusion therein of any special audits incident the Registrable Securities requested to or required by any be included therein, Company shall include in such registration: (1) first, all securities Company proposes to sell for its own account (“Company Securities”) if Company Securities are proposed to be included in such registration, but excluding underwriting discounts and selling commissions attributable (2) second, up to the Shares and the fees and expenses full number of Registrable Securities in excess of the Holder's own counsel number or dollar amount of Company Securities, which, in the good faith opinion of such managing underwriter, can be so sold without materially and accountantsadversely affecting such offering (and, if less than the full number of such Registrable Securities, allocated among the Holders of such Registrable Securities and holders (other than Company) of Other Securities to be included in such registration pursuant to agreements with Company (“Other Holders”) pro rata on the basis of the net proceeds from the sale thereof), and (3) third, all other securities proposed to be registered. Notwithstanding any other provision in this Agreement to the contrary, Company shall not be required to include Registrable Securities in any registration statement if the inclusion of such Registrable Securities would violate the provisions of any agreements or arrangements pursuant to which such registration is being effected or entered into in connection with such registration; (c) Company shall not be borne by required to effect any registration of Registrable Securities under this Section 3 incidental to the Holderregistration of any of its securities in connection with mergers, acquisitions, dividend reinvestment plans or stock option or award or other executive or employee benefit or compensation plans; and (d) no registration of Registrable Securities effected under this Section 3 shall relieve Company of its obligation to effect a registration of Registrable Securities pursuant to Section 2 hereof.

Piggy Back Registration. (a) If Commencing immediately after the Closing Date, if the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of determines that it will file a registration statement that covers any of under the following: 1933 Act (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files than a registration statement on a Form S-4 or S-8 or filed in connection with an underwritten public exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the resale of the Registrable Stock and such filing is to be on the Company's behalf or on behalf of selling holders of the Company's securities for the general registration of Common StockStock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 30 days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than 20 days after the date of the Company's notice, the Company shall use its best commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the proposed offering placement agent, or if there is none, the Company), the total amount of such securities to grant any request by be so registered, including such Registrable Stock, will exceed the Holder that Shares purchased by maximum amount of the Holder upon Company's securities which can be marketed (a) at a price reasonably related to the exercise then-current market value of this Warrant such securities, or (b) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in the proposed public such offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thatrecommended amount; provided, in however, that if securities are being offered for the reasonable opinion account of other Persons as well as the Company, such managing underwriter, marketing factors require reduction shall not represent a limitation greater fraction of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased securities intended to be offered by Holders than the Holder upon the exercise fraction of this Warrant that similar reductions imposed on such other Persons other than the Company shall be obligated over the amount of securities such other Persons intended to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriteroffer. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) In the event that the Company intends to file any registration statement with respect to the sale of its Common Stock or Convertible Securities after the Exercise Period Commencement Date, the Holder shall have piggy-back registration rights as set forth herein. 7.2.1 If the Company shallat any time proposes to register any of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or any successor or similar forms) or (y) pursuant to Section 7.1) whether for its own account or for the account of the holder or holders of any other equity securities of the Company, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 7.2.1. Upon the written request of any such holder made within twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be registered by such holder), the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided that if, at any time after giving written notice of its intention to register any securities and prior to the expiration effective date of this Warrant, authorize a the registration of its Common Stock statement filed in connection with the Securities and Exchange Commission (the "SEC")such registration, the Company shall furnish determine for any reason either not to register or to delay registration of such securities, the Holder with Company may, at least 30 days prior its election, give written notice thereof and the Holder shall have the option of such determination to include the Shares to be issued to the Holder upon the exercise each holder of this Warrant Registrable Securities that had requested inclusion of Registrable Securities in such registration statement. The Holder and, thereupon, (i) in the case of a determination not to register, shall exercise be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice Registration Expenses in connection therewith), without prejudice, however, to the Company within 20 days rights of any holder of Registrable Securities entitled to request that such registration be effected as a registration under Section 7.1 above, and (ii) in the receipt case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the written notice from same period as the Company described above. (b) Notwithstanding any delay in registering such other provision of this Warrant, the Company's obligations securities. No registration affected under this Section 7 7.2 shall be subject to the following terms and conditions: (i) The obligations of relieve the Company set forth of its obligation to effect any registration upon request under this Section 7 7.1 above, nor shall not arise upon the filing of a any such registration statement that covers any of the following: (A) securities proposed hereunder be deemed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued have been effected pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practiceSection 7.1 above. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the each registration of the Shares Registrable Securities pursuant to this Section 7. For purposes 7.2. 7.2.2 If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this WarrantSection 7.2 and such securities are to be distributed by or through one or more underwriters, the term "Registration Expenses" Company will, if requested by any holder of Registrable Securities as provided in this Section 7.2, use its commercially reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall mean determine that inclusion in such distribution of all expenses incurred or a specified number of the securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters, then the Company may reduce pro rata first the number of Registrable Securities that have been requested be included in complying with this Section 7, including, without limitation, all such registration statement and filing fees, exchange listing fees, printing expenses, fees and disbursements second the number of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the Other Securities that have been requested be included in such registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shallproposes to register any Voting Securities under the Securities Act for sale to the public for cash or to file with one or more Canadian provincial securities commissions a preliminary prospectus relating to an offering of Voting Securities for sale to the public for cash, at any whether for its own account or for the account of other security holders or both (except with respect to Registration Statements on Forms S-4 or S-8 for purposes permissible under such forms as of the date hereof), each such time it will give written notice to all Holders of its intention to do so no less than 20 days prior to the expiration anticipated filing date. Upon the written request of this Warrantany Holder, authorize a received by the Company no later than the 10th day after receipt by such Holder of the notice sent by the Company, to register or include in the securities offered by the preliminary prospectus, on the same terms and conditions as the securities otherwise being sold pursuant to such registration or preliminary prospectus, any of its Common Stock with Registrable Securities (which request shall state the Securities and Exchange Commission (the "SEC"intended method of disposition thereof), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall will use its best efforts to cause the managing underwriter of the proposed offering Registrable Securities as to grant any which such request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant relates to be included in the securities to be covered by the Registration Statement or preliminary prospectus proposed public offering to be filed by the Company, on the same terms and conditions that are customary under industry practice. Notwithstanding as any other provision of this Agreementsimilar securities included therein, if the managing underwriter of the public offering of the Common Stock gives written notice all to the extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities; provided, however, that the Company may at any time prior to the effectiveness of any such Registration Statement or the filing of a final prospectus, in its sole discretion and without the consent of any Holder, abandon the proposed offering in which any Holder had requested to participate. The number of Registrable Securities to be included in such a registration statement or preliminary prospectus may be reduced or eliminated if and to the extent that, in the reasonable case of an underwritten offering, in the opinion of the managing underwriter such inclusion would materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that such number of Registrable Securities shall not be reduced if any securities included in such registration are included other than for the account of the Company. From and after the date of this Agreement and until no Registrable Securities remain outstanding, the Company shall not grant any piggy-back registration rights to any Person unless such rights are expressly made subject to the prior right of Holders to include any or all of their Registrable Securities before such other Person includes any shares in any registration statement or preliminary prospectus relating to an underwritten public offering with respect to which, in the opinion of the managing underwriter, the inclusion in the offering of all shares requested to be registered or included in the preliminary prospectus by all Persons holding registration rights would materially jeopardize the successful marketing of the securities (including the Registrable Securities) to be sold. In the event that the number of Registrable Securities to be included in a registration statement or preliminary prospectus is to be reduced as provided above, within 10 days after receipt by each Holder proposing to sell Registrable Securities pursuant to the offering of the opinion of such managing underwriter, marketing factors require a limitation of all such Selling Holders may allocate among themselves the total number of shares of Common Stock to such Registrable Securities which such opinion states may be underwritten, then distributed without adversely affecting the number distribution of Shares purchased the securities covered by the Holder upon Registration Statement or the exercise of this Warrant that the Company preliminary prospectus, and if such Holders are unable to agree among themselves with respect to such allocation, such allocation shall be obligated to include made in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide proportion to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included respective numbers of shares specified in the registrationtheir respective written requests. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (ai) If Notwithstanding anything contained herein, if the Company shallmanaging Underwriter or Underwriters of any underwritten offering described in Section 2.2 have informed, at in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, Holders and any time prior other Persons holding securities of the same class as the Registrable Securities desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the expiration success of this Warrantsuch offering, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")then, the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to will include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall (A) first, all the shares the Company offered for its own account, if any, (B) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, the shares offered by the holders of securities as a result of their exercise of "demand" registration rights by such holders, if any, and (C) then, if additional shares may be included in such registration without materially and adversely affecting the "success of such offering, the number of shares offered by the Holders and such other holders of securities of the same class as the Registrable Securities whose piggy-back registration rights" granted pursuant to this Section 7 by giving written notice rights may not be reduced without violating their contractual rights (provided such contractual rights were in existence prior to the Company within 20 days date of this Agreement), on a pro rata basis in proportion to the relative number of Registrable Securities of the receipt of holders (including the written notice from the Company described above. (bHolders) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued participating in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such planregistration. (ii) If the Company files a registration statement managing Underwriter or Underwriters of any underwritten offering described in connection with an underwritten public Section 2.2 notify the Holders requesting inclusion in such offering that the kind of Common Stocksecurities that the Holders, the Company shall use its best efforts and any other Persons desiring to cause participate in such registration intend to include in such offering is such as to materially and adversely affect the managing underwriter success of such offering, (A) the proposed offering Registrable Securities to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public such offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, shall be reduced as described in clause (i) above or (B) if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thatsuch reduction would, in the reasonable opinion of such managing underwriter, marketing factors require a limitation judgment of the total number managing Underwriter or Underwriters, be insufficient to substantially eliminate the material adverse effect that inclusion of shares of Common Stock the Registrable Securities requested to be underwrittenincluded would have on such offering, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that such Registrable Securities will be included in the registrationexcluded from such offering. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (ai) If Notwithstanding anything contained herein, if the Company shallmanaging Underwriter or Underwriters of any underwritten offering described in Section 2.3 have informed, at in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, Holders and any time prior other Persons holding securities of the same class as the Registrable Securities desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the expiration success of this Warrantsuch offering, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC")then, the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to will include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder (A) first, all the shares the Company offered for its own account, if any, (B) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, the shares offered by the holders of securities as a result of their exercise of registration rights by such holders, if any (provided, that in determining the priority of such holders, preference shall exercise be given to the "holders of the Company's securities that are exercising rights pursuant to the Prior Rights Agreements, and then to the Holders), and (C) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, the number of shares offered by the Holders and such other holders of securities of the same class as the Registrable Securities whose piggy-back registration rights" granted pursuant to this Section 7 by giving written notice rights may not be reduced without violating their contractual rights (provided such contractual rights were in existence prior to the Company within 20 days date of this Agreement), on a pro rata basis in proportion to the relative number of Registrable Securities of the receipt of holders (including the written notice from the Company described above. (bHolders) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued participating in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such planregistration. (ii) If the Company files a registration statement managing Underwriter or Underwriters of any underwritten offering described in connection with an underwritten public Section 2.3 notify the Holders requesting inclusion in such offering of Common Stockthat the securities that the Holders, the Company shall use its best efforts and any other Persons desiring to cause participate in such registration intend to include in such offering is such as to materially and adversely affect the managing underwriter success of such offering, (A) the proposed offering Registrable Securities to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public such offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, shall be reduced as described in clause (i) above or (B) if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thatsuch reduction would, in the reasonable opinion of such managing underwriter, marketing factors require a limitation judgment of the total number managing Underwriter or Underwriters, be insufficient to substantially eliminate the material adverse effect that inclusion of shares of Common Stock the Registrable Securities requested to be underwrittenincluded would have on such offering, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that such Registrable Securities will be included in the registrationexcluded from such offering. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shallIf, at any time prior to the expiration second anniversary of this Warrantthe Closing Date, authorize Partnership proposes to register any of its Limited Partnership Units under the Securities Act (other than a registration (i) on Form S-8 or Form S-4 or any successor similar forms, (ii) relating to Limited Partnership Units issuable upon exercise of its Common Stock employee unit options or in connection with any employee benefit or similar plan of the Securities and Exchange Commission Partnership, or (iii) in connection with a direct or indirect acquisition by the "SEC"Partnership of another company), the Company shall furnish the Holder with whether or not for sale for its own account, it will each such time give prompt written notice at least 30 20 days prior written to the anticipated filing date of the registration statement relating to such registration to Contributors, which notice thereof shall set forth Contributors' rights under this Section 5.5 and shall, subject to the Holder shall have provisions of Section 5.5(b) below, offer Contributors the option opportunity to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statementstatement such number of Units as Contributors may request. The Holder shall exercise Subject to the "piggy-back registration rights" granted pursuant to this Section 7 by giving foregoing, upon the written notice to the Company of Contributors made within 20 10 days of after the receipt of the written notice from the Company described above. Partnership (b) Notwithstanding any other provision which request shall specify the number of this WarrantUnits intended to be disposed of by Contributors and the intended method of disposition thereof), the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall Partnership will use its best efforts to cause effect the managing underwriter registration under the Securities Act of the proposed offering all Units which Contributors have so requested to grant any request by the Holder be registered; provided that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed (A) if such registration involves an underwritten public offering and sale of Limited Partnership Units for cash pursuant to an effective registration statement under the Securities Act (a "Public Offering"), Contributors must sell their Units to the underwriters on the same terms and conditions that are customary under industry practice. Notwithstanding as apply to the Partnership and (B) if, at any other provision time after giving written notice of its intention to register any Limited Partnership Units pursuant to this Agreement, if Section 5.5(a) and prior to the managing underwriter effective date of the public offering of registration statement filed in connection with such registration, the Common Stock gives Partnership shall determine for any reason not to register such Limited Partnership Units, the Partnership shall give written notice to the Company thatContributors and, in the reasonable opinion of such managing underwriterthereupon, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated relieved of its obligation to include register any Units pursuant to this Section 5.5 in the registration statement shall be reduced in accordance connection with the limitations imposed by the managing underwriter. (iii) such registration. The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company Partnership will pay all Registration Expenses (as defined below) in connection with the each registration of the Shares Units requested pursuant to this Section 75.5. Contributors shall be responsible for the payment of any discounts and/or commissions of underwriters or placement agents and all fees and expenses of any counsel representing Contributors, if any, in connection with resales of Units subject to any registration pursuant to this Section 5.5. (b) If a registration pursuant to this Section 5.5 involves an underwritten Public Offering and the managing underwriter advises the Partnership that, in its view, the number of Limited Partnership Units that the Partnership and Contributors intend to include in such registration exceeds the maximum offering size recommended by the managing underwriter (the "Maximum Offering Size"), the Partnership will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Limited Partnership Units proposed to be registered by the Partnership as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, so much of the Units requested to be included in such registration by Contributors as would not cause the offering to exceed the Maximum Offering Size. (c) Partnership may require Contributors to promptly furnish in writing to Partnership such information regarding the plan of distribution of the Units and such other information as Partnership may from time to time request in connection with such registration. (d) For purposes of this Warranthereof, the term "Registration Expenses" Expenses shall mean (i) all registration and filing fees with the Securities and Exchange Commission ("SEC"), (ii) all fees and expenses incurred by of compliance with state securities or blue sky laws (including, without limitation, reasonable fees and disbursements of a qualified independent underwriter, if any, counsel in connection therewith and the Company reasonable fees and disbursements of counsel in complying connection with this Section 7blue sky qualifications of the Limited Partnership Units), (iii) all printing expenses, (iv) all internal expenses of the Partnership (including, without limitation, all registration salaries and filing feesexpenses of officers and employees performing legal or accounting duties), exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and (v) the fees and expenses of the Holder's own counsel and accountantsindependent public accountants for the Partnership, which shall be borne (vi) the fees and expenses of any additional experts retained by the HolderPartnership in connection with such registration, (vii) all fees and expenses of listing the Limited Partnership Units, if any, and (viii) all rating agency fees, if any; provided that Registration Expenses shall not include underwriting discounts and/or commissions and transfer taxes, if any, in connection with such registration. (e) Partnership agrees to indemnify and hold harmless Contributors from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to Contributors), directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Units (or any amendment or supplement thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Partnership by or on behalf of Contributors expressly for use therein. Partnership also agrees to reimburse Contributors for any and all reasonable fees and expenses (including, without limitation, the fees and expenses of counsel) as they are incurred in connection with enforcing Contributors rights under this Section 5.5(e), so long as Contributors prevail in enforcing such rights. (f) Contributors agree, severally and jointly, to indemnify and hold harmless Partnership, its general partner and its general partner's officers and directors to the same extent as the foregoing indemnity from Partnership to Contributors, but only with reference to information related to Contributors furnished in writing by or on behalf of Contributors expressly for use in any registration statement or prospectus relating to the Units, or any amendment or supplement thereto or any preliminary prospectus. Contributors also agree to indemnify and hold harmless any underwriters of the Units, their officers and directors and each person or entity that controls such underwriters on substantially the same basis as that of the indemnification of Partnership provided in this Section 5.5(f).

Piggy Back Registration. (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the --------------------- ----------------------- lead managing underwriter of any underwritten offering described in Section 2.2 has informed, in writing, the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter Holders of the public Registrable Securities requesting inclusion in such offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of that it is its view that the total number of shares securities which the Issuer, the Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of Common Stock to such offering, including the price at which such securities can be underwrittensold, then the number of Shares purchased by securities included in such offering (other than the Holder upon securities of the exercise of this Warrant that the Company shall be obligated to include Issuer included in the registration statement such offering) shall be reduced or limited pro rata in proportion to the --- ---- respective number of securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter; provided that if such offering is effected for the account -------- of any securityholder of the Issuer other than the Holders, pursuant to the demand registration rights of any such securityholder, then the number of securities to be offered for the account of the Issuer (if any) and the Holders shall be reduced or limited pro rata in proportion to the respective number of --- ---- securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter. If a reduction in the Registrable Securities pursuant to this paragraph would, in the judgment of the lead managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. In the event a securityholder of the Issuer exercises piggyback registration rights under Section 2.3 of the Amended and Restated Investors' Rights Agreement (the "Rights Agreement"), dated June 30, 1999, with respect to an offering in which any Holders also request inclusion in such offering pursuant to Section 2.2 of this Agreement, then the number of securities to be offered shall be reduced or limited in accordance with the limitations imposed by Rights Agreement. If, as a result of the managing underwriter. proration provisions of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in a Piggy- Back Registration that such Holder has requested to be included, such Holder may elect to withdraw his request to include Registrable Securities in such registration (iii) The Holder must provide a "Withdrawal Election"); provided that a Withdrawal Election ------------------- -------- shall be made prior to the Company all informationeffectiveness of the Registration Statement and shall be irrevocable and, and take all actionafter making a Withdrawal Election, the Parent reasonably requests with reasonable advance notice, a Holder shall no longer have any right to enable it to comply with any applicable law or regulation or to prepare include Registrable Securities in the registration statement that will cover the Shares that will be included in the registrationas to which such Withdrawal Election was made. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shallCompany, at proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of its Common Stock the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Equity Shares or preferred stock that is convertible to Equity Shares (a “Piggy-Back Registration”), it will give written notice to all Holders at least twenty (20) days before the initial filing with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise SEC of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant statement (a “Piggy-Back Registration Statement”), which notice shall set forth the intended method of disposition of the securities proposed to this Section 7 be registered by giving written notice to the Company within 20 days or such other holder. The notice shall offer to include in such filing the aggregate number of the receipt shares of the written notice from the Company described aboveRegistrable Securities as such Holders may request. (b) Notwithstanding any other provision of this Warrant, the Company's obligations Each Holder desiring to have Registrable Securities registered under this Section 7 3 (“Participating Piggy-Back Holders”) shall be advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its reasonable efforts to effect registration of such Registrable Securities under the following terms Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and conditionsthe managing underwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company or such other holder would be greater than the, Maximum Number of Securities (having the same meaning as defined in Section 2 but replacing the term “Demand Registration” with “Piggy-Back Registration”), then: (i) The obligations in the event Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated held by the SEC in substitution of that formeach such selling security holder); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan.; (ii) If in the event any holder of securities of the Company files a registration statement in connection with an underwritten public offering of Common Stockinitiated the Piggy-Back Registration, the Company shall use its best efforts include in such Piggy-Back Registration first, the securities such initiating security holder proposes to cause register, and the managing underwriter securities of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company thatselling security holders (including Participating Piggy-Back Holders), in an amount which together with the reasonable opinion securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock amount to be underwritten, then allocated among such selling security holders on a pro rata basis (based on the number of Shares purchased by the Holder upon the exercise securities of this Warrant that the Company shall be obligated held by each such selling security holder) and second, any securities the Company proposes to include register, in the registration statement shall be reduced in accordance an amount which together with the limitations imposed by securities the managing underwriter.initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Securities; (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (cd) The Company will pay all Registration Expenses (as defined below) in connection not hereafter enter into any agreement, which is inconsistent with the registration rights of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company priority provided in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderparagraph (c) above.

Piggy Back Registration. (a) If At any time after completion of the IPO, if the Company shall, at proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of its the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Common Stock (a “Piggy-Back Registration”), it will give written notice to all Holders at least twenty (20) days before the initial filing with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise SEC of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written statement (a “Piggy-Back Registration Statement”), which notice to shall set forth the Company within 20 days intended method of disposition of the receipt securities proposed to be registered by the Company. The notice shall offer to include in such filing such aggregate number of Registrable Securities as the written notice from the Company described aboveHolders may request. (b) Notwithstanding any other provision of this Warrant, the Company's obligations Each Holder desiring to have Registrable Securities registered under this Section 7 3 (“Participating Piggy-Back Holders”) shall be subject advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the number of such Registrable Securities for which registration is requested. The Company shall thereupon include in such Piggy-Back Registration Statement the number of Registrable Securities for which registration is so requested and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act. (c) If, in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, as reasonably determined by the Board and communicated in writing to the following terms and conditions: Holders), the total amount of Common Stock to be so registered, including such Registrable Securities, will exceed the maximum amount of the Company’s Common Stock which can be marketed (i) The obligations at a price reasonably related to the then current market value of such Common Stock, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled to reduce the number of Registrable Securities to be sold in the offering by the Holders, and any other stockholders of the Company excerising registration rights similar to those set forth under this Section 7 shall not arise upon herein, to that number which in the filing written opinion of the managing underwriter (or, in the case of a registration statement that covers any of non-underwritten offering, as reasonably determined by the following: (ABoard and communicated in writing to the Holders) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, would permit all such shares of Common Stock; Stock (Cincluding such shares of Common Stock held by any other stockholder of the Company who proposes to exercise such registration rights) securities to be issued pursuant to a transaction registered on Form S-4 so marketed. Such reduction shall be allocated among the Holders in proportion (or any registration form promulgated by the SEC in substitution of that form); or (Das nearly as practicable) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in amount of Registrable Securities owned by each such Holder and the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock owned by any other stockholders of the Company which are sought to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include included in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration such other stockholders of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost all measured at the time of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing filing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If During the Commitment Period, if the Company shall, at proposes to file on its behalf and/or on behalf of any time prior to the expiration holder of this Warrant, authorize its securities a registration statement under the Securities Act on any form (other than a registration statement on Form S-4, F-4 or S-8 (or any successor form) for securities to be offered in a transaction of its the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Common Stock (a “Piggy-Back Registration”), it shall give written notice to all Non-Exercising Holders at least thirty (30) days before the initial filing with the Securities and Exchange Commission SEC of such registration statement (the "SEC"a “Piggy-Back Registration Statement”), which notice shall set forth the Company shall furnish number of shares of Common Stock that the Holder with at least 30 days prior written notice thereof Company, Exercising Holders, and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise other holders of this Warrant Common Stock, if any, then contemplate including in such registration statement. The Holder shall exercise and the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days intended method of the receipt disposition of the written notice from the Company described abovesuch Common Stock. (b) Notwithstanding If any other provision of this Warrant, the Company's obligations Holder desires to have Registrable Securities registered under this Section 7 2.2 (along with any other security holders entitled to participate in the Piggy-Back Registration on the date of this Agreement and exercising such right, the “Participating Piggy-Back Holders”), it shall be subject to the following terms and conditions: (i) The obligations of advise the Company set forth in writing within five (5) days after the date of receipt of such notice from the Company of its desire to have Registrable Securities registered under this Section 7 2.2, and shall not arise upon set forth the filing number of Registrable Securities for which registration is requested. The Company shall thereupon use reasonable efforts to include, or in the case of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stockoffering, the Company shall use its best reasonable efforts to cause the managing underwriter or underwriters to permit such Holder to include, in such filing the number of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use reasonable efforts to effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises the Company and the Holders that, in its reasonable opinion, the number of Registrable Securities requested to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding Piggy-Back Registration together with the securities being registered by the Company or any other provision security holder exceeds the Maximum Offering Size, then: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register, second, the securities the Tangs propose to register, third, the securities the Holders propose to register, and fourth, the securities all other selling security holders propose to register; provided, however, that each group shall be excluded in the preceding order of this Agreementpriority and, if the managing underwriter of securities proposed to be registered by any such group are not completely excluded, then the public offering of securities available to be registered for such group shall be allocated among such selling security holders on a pro rata basis (based on the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock held by each such selling security holder); (ii) in the event the Tangs initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Tangs propose to register, second, the securities the Holders propose to register, third, the securities the Company proposes to register, and fourth, the securities all other selling security holders propose to register; provided, however, that each group shall be excluded in the preceding order of priority and, if the securities proposed to be underwrittenregistered by any such group are not completely excluded, then the securities available to be registered for such group shall be allocated among such selling security holders on a pro rata basis (based on the number of Shares purchased shares of Common Stock held by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter.each such selling security holder); (iii) The in the event any Holder must provide to initiated the Piggy-Back Registration, the Company all informationshall include in such Piggy-Back Registration first, the securities the Holders propose to register, second, the securities the Tangs propose to register, third, the securities any other Participating Piggy-Back Holder proposes to register, and take all actionfourth, any securities the Company proposes to register; provided, however, that each group shall be excluded in the preceding order of priority and, if the securities proposed to be registered by any such group are not completely excluded, then the securities available to be registered for such group shall be allocated among such selling security holders on a pro rata basis (based on the number of shares of Common Stock held by each such selling security holder); and (iv) in the event any other Participating Piggy-Back Holders initiated the Piggy-Back Registration, the Parent reasonably requests with reasonable advance noticeCompany shall include in such Piggy-Back Registration first, the securities the Tangs and the Holders propose to enable it register, second, the securities the Company proposes to comply with any applicable law or regulation or register, and third, the securities all other selling security holders propose to prepare the registration statement register; provided, however, that will cover the Shares that will each group shall be included excluded in the registrationpreceding order of priority and, if the securities proposed to be registered by any such group are not completely excluded, then the securities available to be registered for such group shall be allocated among such selling security holders on a pro rata basis (based on the number of shares of Common Stock held by each such selling security holder.) (cd) The Company will pay all Registration Expenses (as defined below) in connection represents and warrants to the HM Funds and the BD Funds that it has not entered, and agrees with them that it shall not hereafter enter, into any agreement that is inconsistent with the registration rights of the Shares pursuant to priority provided in this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder2.2.

Piggy Back Registration. (a1) If the Company shall, at any time prior proposes to the expiration of this Warrant, authorize file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its Common Stock with security holders of any class of equity security, excluding registration statements relating to any registration (i) on Form S-4 or S-8 or any successor or similar form, (ii) filed pursuant to Rule 145 under the Securities and Exchange Commission Act or any successor or similar form, (iii) related solely to any employee benefit plan or interests therein, (iv) related solely to debt securities of the "SEC")Company, then the Company shall furnish the Holder with at least 30 days prior give written notice thereof and the Holder shall have the option to include the Shares to be issued of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than twenty (20) business days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggymay request (a “Piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described aboveBack Registration”). (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i2) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter Underwriter or Underwriters of the a proposed underwritten offering to grant any request by permit the Holder that Shares purchased by the Holder upon the exercise of this Warrant Registrable Securities requested to be included in the proposed public registration statement for such offering to be included on the same terms and conditions that are customary under industry practiceas any similar securities of the Company or of such other security holders included therein. Notwithstanding any other provision of this Agreementthe foregoing, if the managing underwriter Underwriters of the public such offering of the Common Stock gives deliver a written notice opinion to the Company thatthat either because of (i) the kind or combination of securities which the Holders, the Company and any other persons or entities intend to include in such offering or (ii) the size of the offering which the Holders, the Company and such other persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (a) in the event that the size of the offering is the basis of such Underwriter’s opinion, the amount of securities to be offered for the accounts of the Holders shall be reduced pro rata (according to the Registrable Securities and other securities proposed for registration by Holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such Underwriters; and (b) in the event that the kind (or combination) of securities to be offered is the basis of such Underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (a) above or (y) if the actions described in clause (x) would, in the reasonable opinion of such managing underwriter, marketing factors require a limitation judgment of the total number Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of shares of Common Stock the Registrable Securities requested to be underwrittenincluded would have on such offering, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that such Registrable Securities will be included in the registration. (c) excluded from such offering. The Company will pay all Registration Expenses (as defined belowherein) in connection with the each registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the HolderRegistrable Securities.

Piggy Back Registration. (ai) If the Company shallmanaging underwriter(s) of any underwritten offering described in Section 2.2 have informed, in writing, the Selling Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that the total number of shares that the Company, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at any time prior which such securities can be sold, then the number of shares to be offered for the account of the Selling Holders and all such other Persons (other than the Company) participating in such registration shall be reduced or limited to the expiration number of this Warrantshares, authorize if any, recommended by such managing underwriters as follows: (A) if such registration as initially proposed by the Company was solely a primary registration of its Common Stock with the Securities and Exchange Commission securities, (the "SEC")x) first, the securities proposed by the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued sold for its own account, (y) second any Registrable Securities requested to the Holder upon the exercise of this Warrant be included in such registration statement. The Holder shall exercise by Selling Holders, pro rata on the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days basis of the receipt number of the written notice from the Company described above. Registrable Securities requested to be included by such holders and (bz) Notwithstanding third any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations securities of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued included in exchange for assets or securities of another corporationsuch registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and such holders; and (B) debt if such registration as initially proposed by the Company was in whole or in part requested by holders of securities not convertible intoof the Company, or exchangeable forother than Holders of Registrable Securities in their capacities as such, shares of Common Stock; pursuant to demand registration rights, (Cx) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be issued pursuant sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, (y) second, any Registrable Securities requested to a transaction registered be included in such registration by Requesting Holders, pro rata on Form S-4 the basis of the number of Registrable Securities requested to be included by such Holders and (or z) third, any registration form promulgated by other securities of the SEC Company proposed to be included in substitution such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of that form); or (D) a stock option, stock bonus, stock purchase, or such other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan.securities; (ii) If the Company files a registration statement managing underwriter or underwriters of any underwritten offering described in connection with an underwritten public offering Section 2.2 notify the Selling Holders requesting inclusion of Common StockRegistrable Securities in such offering, that the kind of securities that the Selling Holders, the Company shall use its best efforts and any other Persons desiring to cause participate in such registration intend to include in such offering is such as to adversely affect the managing underwriter success of such offering, (x) the proposed offering Registrable Securities to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in such offering shall be reduced as described in clause (i) above or (y) if a reduction in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice Registrable Securities pursuant to the Company thatclause (i) above would, in the reasonable opinion of such managing underwriter, marketing factors require a limitation judgment of the total number managing underwriter(s) or underwriters, be insufficient to substantially eliminate such adverse effect that inclusion of shares of Common Stock the Registrable Securities requested to be underwrittenincluded would have on such offering, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that such Registrable Securities will be included in the registrationexcluded from such offering. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

Piggy Back Registration. (a) If the Company shall, at any time prior shall determine to prepare and file with the expiration of this Warrant, authorize Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock with equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities and Exchange Commission Act) or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to each Purchaser written notice of such determination and, if within seven (7) Business Days after receipt of such notice, any such Purchaser shall so request in writing (which request shall specify the "SEC"Underlying Shares intended to be disposed of by the Purchaser), the Company shall furnish will cause the Holder with at least 30 days prior written notice thereof and registration under the Holder shall have Securities Act of all Underlying Shares which the option Company has been so requested to include register by the Purchaser, to the extent required to permit the disposition of such Underlying Shares so to be issued registered. The Company shall include in such registration statement all or any part of such Underlying Shares such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section that are eligible for sale pursuant to Rule 144 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 Holder upon inclusion of the exercise of this Warrant Underlying Shares in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to , then if the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection after consultation with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter should reasonably determine that the inclusion of such Underlying 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 proposed offering to grant any request by the Holder that Underlying Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwrittenPurchasers, then (x) the number of Underlying Shares purchased by of the Holder upon the exercise of this Warrant that the Company shall be obligated to include Purchasers included in the such registration statement shall be reduced in accordance with pro-rata among such Purchasers (based upon the limitations imposed by the managing underwriter. (iii) The Holder must provide number of Underlying Shares requested to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The ), if the Company will pay all Registration Expenses (as defined below) in connection after consultation with the registration underwriter(s) recommends the inclusion of fewer Underlying Shares, or (y) none of the Underlying Shares pursuant to this Section 7. For purposes of this Warrantthe Purchasers shall be included in such registration statement, the term "Registration Expenses" shall mean all expenses incurred by if the Company in complying after consultation with this Section 7the underwriter(s) recommends the inclusion of none of such Underlying Shares; provided, includinghowever, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements that if securities are being offered for the account of counsel for other persons or entities as well as the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses reduction shall not represent a greater fraction of the Holder's own counsel and accountants, which shall number of Underlying Shares intended to be borne offered by the HolderPurchasers than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggy Back Registration. (a) If Whenever the Company shall, at any time prior determines to ----------------------- file a Registration Statement under the Securities Act relating to a proposed sale to the expiration public of this Warrant, authorize a registration shares of its Common Stock with the securities (but excluding registrations relating solely to employees' stock option or purchase plans or relating solely to a transaction employing Securities and Exchange Commission (Form S-4 or Form S-8 or successor forms thereto), either for its own account or the "SEC")account of a security holder or holders, the Company shall furnish the Holder with at least 30 days prior shall: (a) promptly give to each holder of Registrable Securities written notice thereof (which will include, to the extent known at the time, a list of the jurisdictions in which the Company intends to qualify such securities under the applicable blue sky or other state securities laws, the proposed offering price or price range, and the Holder shall have the option plan of distribution); (b) subject to Section 3(c) below, include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the "piggy-back registration rights" granted pursuant to this Section 7 by giving Registrable Securities specified in a written notice to the Company request or requests, made within 20 twenty days of the receipt of the after such written notice from the Company described above.Company, by holders of Registrable Securities; and (bc) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter or underwriters of such proposed Underwritten Offering to permit the proposed offering Registrable Securities requested to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public Registration Statement for such offering to be included on the same terms and conditions that are customary under industry practiceas any similar securities of the Company included therein. Notwithstanding any other provision of this Agreementthe foregoing, if (i) holders of Series B Registrable Securities shall have requested inclusion in such offering pursuant to their piggy-back rights as set forth in the Series B Registration Rights Agreement and (ii) the managing underwriter or underwriters of the public such offering of the Common Stock gives deliver a written notice opinion to the Company that, in and the reasonable opinion holders of such managing underwriter, Registrable Securities that marketing factors considerations require a limitation on the number of shares of Common Stock offered in such offering, such limitation shall be allocated among all holders of Common Stock (other than such holders, if any, initiating the registration pursuant to demand registration rights granted by the Company, which holders shall receive priority with respect to inclusion in such registration in accordance with such contractual rights) and the holders of Registrable Securities who requested inclusion in the registration as follows: (x) first, Series B Registrable Securities shall be included in such registration in a number equal to the greater of: (A) the pro rata portion (in proportion to all shares of Registrable Securities and other shares of Common Stock requested to be included in the offering which are subject to such underwriter's limitation) of Series B Registrable Securities requested to be included in such registration, or (B) up to 75% of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in such registration (other than the registration. shares of such holders, if any, initiating the registration pursuant to demand registration rights granted by the Company) after giving effect to such underwriter's limitation; (cy) The Company will pay all Registration Expenses (as defined below) in connection second, holders of Registrable Securities, pro rata with the registration holders of Series A Registrable Securities, and (z) third, any other holders of securities of the Shares Company who have requested to be included in such registration statement pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all contractual piggy-back registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holderrights.