Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years If at any time commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all issuance of the Registrable Securities have (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been registered declared effective by the SEC Commission, Company shall determine to prepare and sold. The holders file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may exercise be included in the “piggy-back” rights provided for herein by giving written noticeRegistration Statement because, within ten days of the receipt of the Company’s notice of its intention in such underwriter(s)’ judgment, such limitation is necessary to file a registration statement. The effect an orderly public distribution, then Company shall cause any registration statement filed pursuant be obligated to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders include in such Registration Statement only such limited portion of the Registrable Securities are first given the opportunity with respect to sell all which such Holder has requested inclusion. Any exclusion of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in such states as are reasonably requested by proportion to the Holdersnumber of Registrable Securities specified in their respective requests; provided, however, that the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required to register under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities in a state in which such registration would cause may waive the obligations of Company under this Section 1(b). Attachment A to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.Exchange Agreement

Piggy Back Registration. In addition If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand right of registration, the Holders any shareholder of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other Company exercising registration or registrations of securities filed by the Company (rights other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses Section 2.2 or Section 2.3 hereof) any of any legal counsel selected by the Holders to represent them its Common Stock in connection with the public offering of such securities solely for cash (other than a registration and relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable SecuritiesSecurities that such Holder requests to be registered, but except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders shall pay any underwriting commissions related to may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities. In Securities from the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior be obligated to the proposed date of filing of include in such registration statement. Such notice , with respect to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all requesting Holder, only an amount of the Registrable Securities have been registered and sold. The holders equal to the product of (i) the number of Registrable Securities may exercise that remain available for registration after the “piggy-back” rights provided for herein by giving written noticeunderwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company however, in either case, no Registrable Securities shall cause be reduced or excluded from any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of unless all other securities other than the Registrable Securities are first given entirely excluded from such registration. If any Holder disapproves of the opportunity to sell all terms of such securities. The Company agreesunderwriting, at its sole expenses, he may elect to use its reasonable best efforts withdraw therefrom by written notice to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company and the underwriter. No incidental right under this Section 2.1 shall not be construed to limit any registration required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunder Section 2.2.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years If at any time commencing on the Effective Issue Date of and on or before the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationExpiration Date, the Company shall furnish determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of the Company, other than on Form S-4 or Form S-8 or their then Holders equivalents relating to equity securities to be issued solely in connection with any acquisition of outstanding Registrable Securities any entity or business or equity securities issuable in connection with not less than fifteen days written notice prior to employee benefit plans, the proposed date of filing of such registration statement. Such notice Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall continue so request in writing, the Company shall include in such Registration Statement all or any part of the Shares that such Holder requests to be given registered, except that if, in connection with any underwritten public offering for each applicable registration statement filed by the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then the Company until shall be obligated to include in such time as all Registration Statement only such limited portion of the Registrable Securities have been registered and soldwith respect to which such Holder has requested inclusion. The holders Any exclusion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written noticeshall be made pro rata among all Holders who have requested that Registrable Securities be included, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities specified in such states as are reasonably requested by the Holderstheir respective requests; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the Issue Date, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Shares under this Section 1(b) shall be construed to limit any registration required to register under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities in a state in which such registration would cause may waive the obligations of the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunder this Section 1(b).

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include (a) At any time the Registrable Securities as part of any other are owned by a Subscriber and there is not an effective registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear statement covering all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but and if the Holders Company shall pay determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act, of any underwriting commissions related of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Registrable Securities. In Company’s stock option or other employee benefit plans, then the event Company shall deliver to each Subscriber a written notice of such a proposed registrationdetermination and, if within fifteen (15) days after the date of the delivery of such notice, any such Subscriber shall so request in writing, the Company shall furnish the then Holders include in such registration statement all or any part of outstanding such Registrable Securities such Subscriber requests to be registered; provided, however, that Registrable Securities will not be included if the underwriter(s) associated with not less than fifteen days written notice prior to the proposed date offering which is the subject of filing the registration statement believes, in good faith, that the inclusion of such registration statement. Such notice to Registrable Securities will have an adverse effect on the Holders shall continue to be given sale of the securities for each applicable which such registration statement filed by the Company until such time as all of the Registrable Securities have been registered was filed, and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; further provided, however, that the Company shall not be required to register the any Registrable Securities pursuant to this Section 6.2 that are eligible for resale pursuant to Rule 144 promulgated by the SEC pursuant to the Act or that are the subject of a then effective registration statement. If any SEC Guidance sets forth a limitation on the number of securities permitted to be registered on a particular registration statement (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a state in which Subscriber as to its Registrable Securities, the number of Registrable Securities to be registered on such registration would cause statement will be reduced on a pro rata basis with such other securities being registered on the Company to be obligated to qualify to do business generally in such state, or would subject applicable registration after as full an allocation as possible has been afforded for the Company to taxation as a foreign corporation doing business in such jurisdictionsecurities for which the registration statement has been filed.

Piggy Back Registration. In addition (a) Whenever during the Effective Period the Issuer shall propose to file a registration statement under the 1933 Act relating to the demand right public offering of registration, the Holders of the Purchase Options shall have the right Issuer Class A Common Stock for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company cash (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to a registration statement on Form S-8S-4 or Form S-8 or any successor forms, or an offering of securities solely to existing stockholders or employees of the Issuer). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses in respect of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationDemand Registration, the Company Issuer shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days (i) provide a written notice at least 20 days prior to the proposed filing thereof to each Holder, specifying the approximate date of filing of on which the Issuer proposes to file such registration statement. Such notice statement and advising such Holder of its right to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as have any or all of the Registrable Securities held by such Holder included among the securities to be covered thereby and (ii) at the written request of any such Holder given to the Issuer within 15 days after receipt of such written notice from the Issuer, include among the securities covered by such registration statement the number of Registrable Securities that such Holder shall have been registered requested be so included (subject, however, to reduction in accordance with Section 2.01(b) and soldsubject to compliance with any restrictions to which such Holder may be subject under the Governance Agreement). The holders Issuer shall use reasonable efforts to cause the lead or managing underwriter, if any, of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention any proposed underwritten offering to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that permit the Holders of the Registrable Securities are first given requested to be covered by the opportunity registration statement for such offering to sell all of include such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities securities in such states offering on the same terms and subject to the same conditions as are reasonably requested by the Holdersany similar securities included therein; provided, however, that the Company Issuer shall not be required under this Section 2.01(a) to register the Registrable Securities in a state in which use any efforts to cause any lead or managing underwriter of any such registration would cause the Company offering to be obligated permit any such Holder to qualify to do business generally include any such securities in such state, or would subject offering unless such Holder accepts the Company to taxation as a foreign corporation doing business terms of any underwriting agreed upon between the Issuer (and any other Holder whose securities are included in such jurisdictionoffering) and such underwriter (and any other underwriter) and performs such Holder's obligations thereunder.

Piggy Back Registration. In addition If at any time after the first anniversary of the Closing Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (including for the purpose of effecting 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, 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 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 stock or assets of another entity or in a similar transaction (or any substitute form that may be adopted by the Commission), including a Registration Statement pursuant to a Demand Registration under Section 2.2), then the Company shall give written notice of such proposed filing to the demand right 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 registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the New Registrable Securities as part each such Holder may request (which request shall specify the New Registrable Securities intended to be disposed of any other registration or registrations by such Holder and shall also state the intent of securities filed by the Company Holder to offer New Registrable Securities for sale) (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company shall bear use all fees 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 expenses 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 connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection accordance with the registration and sale intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its New Registrable Securities, but the Holders shall pay Securities in any underwriting commissions related Registration Statement pursuant to this Section 2.3 by giving written notice to the Registrable Securities. In Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.5(c) hereof), such Holder shall be responsible for the 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 proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice Piggy-Back Registration at any time prior to the proposed date of filing of such time it becomes effective. No registration statement. Such notice effected under this Section 2.3, and no failure to the Holders effect a registration under this Section 2.3, shall continue to be given for each applicable registration statement filed by relieve the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention obligation to file effect a registration statement. The Company shall cause any registration statement filed 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 above “piggyback” rights to remain effective for at least nine months from the date that the Holders sale of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the New Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that connection therewith shall relieve the Company shall not be required to register of any other obligation under this Agreement (including, without limitation, the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionCompany's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. In addition to Unless all of the demand right of registrationShares underlying the Purchase Warrants (collectively, the Holders of “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Purchase Options Holder shall have the right for a period of seven years commencing on right, until the Effective Date of the Registration StatementExpiration Date, to include the remaining Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) 145 promulgated under the Act or pursuant to Form S-8S-8 or any equivalent form). The Company shall bear all fees and expenses ; provided, however, that if, solely in connection with registering any primary underwritten public offering for the account of the Company, the managing Selling Agent(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them Securities which may be included in connection with the registration and sale statement because, in such Selling Agent(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities, but Securities with respect to which the Holder requested inclusion hereunder as the Selling Agent shall reasonably permit; and further provided that no such piggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall pay not exclude any underwriting commissions related Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and soldsold by the Holder. The holders of the Registrable Securities may shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. The Company Except as otherwise provided in this Purchase Warrant, there shall cause any be no limit on the number of times the Holder may request registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunder this Section 4.2.2.

Piggy Back Registration. In addition If the Company at any time proposes to file 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 to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (a “Piggy-back Registration Statement”), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 5 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the demand right next sentence, and shall use its best efforts to effect registration under the Securities Act of registrationsuch shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the Holders distribution of the Purchase Options Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right for a period of seven years commencing on the Effective Date of the to terminate or withdraw any Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated Statement initiated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice this Section 3 prior to the proposed date of filing effectiveness of such registration statement. Such notice to Registration Statement whether or not the Holders shall continue have elected to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the include Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionRegistration Statement.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by If the Company at any 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 Business Combination, (x) a demand registration under Section 2.3, Section 2.4 or Section 2.5 of this Agreement, (y) in connection with a transaction contemplated by Rule 145(aregistration on Form S-8 or (y) promulgated under the Act pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to Form S-8)exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its 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 of the same type as are included in the Registration Statement as such Holders may request in writing. The Company shall bear all fees and expenses in connection with registering Upon the Registrable Securities, including the expenses written request of any legal counsel selected by the Holders to represent them in connection with the registration and sale Holder given within seven (7) days after receipt of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationnotice, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as or 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 registered and soldwaived. The holders Company shall, in good faith, cause such Registrable Securities to be included in such registration or offering and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter(s) of such registration to permit the Registrable Securities may exercise requested by the “piggy-back” rights provided for herein by giving written notice, within ten days Holders pursuant to this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the receipt 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 Company’s notice number of its intention shares to file a be underwritten, then shares will be included in such registration statement. The 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 shall cause any registration statement filed or pursuant to the above “piggyback” exercise of demand rights by holders not party to remain effective for at least nine months from the date that this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such registration (pro rata to the respective number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested held by the Holders; provided) and (iii) third, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause any other shares of the Company to be obligated to qualify to do business generally offered by any other holders will be included in such state, or would subject 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 of such request to taxation withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a foreign corporation doing business in withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such jurisdictionRegistration Statement.

Piggy Back Registration. In addition Subject to the demand right terms and conditions of registrationthis Warrant, the Holders Company shall notify the holder of Registrable Securities (as defined below) in writing at least ten (10) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Purchase Options shall have the right for a period Company (including, but not limited to, registration statements relating to secondary offerings of seven years commencing on the Effective Date securities of the Registration StatementCompany, but excluding any registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act ) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such holder. Each holder of Registrable Securities desiring to include in any such registration statement, all of part of the Registrable Securities as part held by it shall, within ten (10) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of any other registration or registrations disposition of the Registrable Securities held by such holder. In the event the Company determines in its sole discretion, that market factors require a limitation of the number of securities to be included in such registration statement (including the Registrable Securities), then the Company shall so advise the Warrant Holder and the number of shares that may be included in such registration statement shall be allocated among holders of warrants on a pro rata basis (including the Registrable Securities). If a holder decides not to include all of its Registrable Securities in the registration statement thereafter filed by the Company (other than in connection with a transaction contemplated or any Registrable Securities were excluded by Rule 145(a) promulgated under the Act or Company pursuant to Form S-8). The Company the immediately preceding sentence, such holder shall bear all fees and expenses in connection with registering nevertheless continue to have the Registrable Securities, including the expenses of right to include any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable in any subsequent registration statement or registration statements as may be filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice with respect to offerings of its intention securities, all upon the terms and conditions set forth herein. “Registrable Securities” means the Shares of Common Stock issuable to file a registration statement. The Company shall cause any registration statement filed the Warrant Holder pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders terms of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionthis Warrant.

Piggy Back Registration. In addition (a) If the Company at any time proposes to register its Common Stock 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 demand right Shareholder of registration, its intention to do so setting forth the Holders principal terms and conditions thereof. Upon the written request of the Purchase Options Shareholder made within ten (10) Business Days after the receipt of any such notice (which request shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include specify the Registrable Securities as part intended to be disposed of any other registration or registrations of securities filed by the Shareholder), the Company will use commercially reasonable best efforts 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 (other than 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 a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish determine for any reason not to proceed with the then Holders proposed registration of outstanding the securities to be sold, the Company may, at its election, give written notice of such determination to the Shareholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten public offering, the Shareholder must sell its Registrable Securities through the underwriters selected by the Company on the same terms and conditions as apply to the Company (with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings) or to the Third Party Holder. If a registration requested pursuant to this Section 3.2(a) involves an underwritten public offering, the Shareholder may elect, in writing not less later than fifteen days written notice two (2) Business Days prior to the proposed effective date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by in connection with such registration, not to register such securities in connection with such registration. Subject to the foregoing, the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention will use commercially reasonable efforts (i) to file a registration statement. The Company shall statement contemplated under this Section with the SEC on or prior to the 30th day following written notice by the Shareholder and (ii) to cause any such registration statement filed pursuant to be declared effective by the above “piggyback” rights to remain effective SEC on the earlier of: (A) the 60th day following the filing date for at least nine months from such registration statement(s) and (B) the fifth trading day following the date that on which the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested is notified by the Holders; provided, however, SEC that the Company shall such registration statement(s) will not be required reviewed or is no longer subject to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionfurther review.

Piggy Back Registration. In addition to If at any time on or after the demand right closing of registrationthe Company’s Qualified IPO, the Holders Company proposes to 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 respective security holders of any security of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include same class as the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), or a registration statement filed in connection with a transaction contemplated by Rule 145(a) promulgated under an exchange offer or offering of securities solely to the Act or Company’s existing security holders), which registration would permit the inclusion of such Registrable Securities pursuant to Form S-8this Section 2.2 then, the Company shall give written notice of such proposed filing to the Holders and Other Registration Rights Holders as soon as practicable, and such notice shall offer such Holders and Other Registration Rights Holders the opportunity to register such number of shares of Registrable Securities as each such Holder or Other Registration Rights Holder may request in writing within ten (10) days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder or Other Registration Rights Holder and the intended method of distribution thereof) (a “Piggy-Back Registration”). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its commercially reasonable best efforts to qualify cause the managing Underwriter or register 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 to permit the sale or other disposition of such states as are reasonably requested Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.3(b), any Holder or Other Registration Rights Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the HoldersCompany of its request to withdraw within ten (10) days of its request for inclusion; provided, however, that the Registration Statement including such shares (a “Piggy-Back Registration Statement”) is not yet effective. The Company shall not be required may withdraw a Piggy-Back Registration Statement at any time prior to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictiontime it becomes effective.

Piggy Back Registration. In addition (a) Whenever during the Effective Period the Company shall propose to file a registration statement under the 1933 Act relating to its Class A Common Stock (other than pursuant to a registration statement on Form S-4 (or any other registration statement registering shares to be issued in a merger, consolidation, acquisition or similar transaction) or Form S-8 or any successor forms, or an offering of securities in connection with an exchange offer to existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan), whether or not for its own account, the Company shall (i) provide a written notice at least 30 days prior to the demand filing thereof to each Holder, specifying the approximate date on which the Company proposes to file such registration statement and advising such Holder of its right to have any or all (subject to Section 2.01(b)) of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part held by such Holder included among the securities to be covered thereby and (ii) at the written request of any other registration or registrations of securities filed such Holder received by the Company within 20 days after the date of such written notice from the Company, include (other than in connection subject to Section 2.01(b) and such Holder's compliance with Section 2.11(c)) among the securities covered by such registration statement the number of Registrable Securities that such Holder shall have requested be so included (a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-back Registration"). The Company shall bear all fees and expenses in connection with registering require the Registrable Securitieslead or managing underwriter, including the expenses if any, of any legal counsel selected by the Holders proposed underwritten offering to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that permit the Holders of the Registrable Securities are first given requested to be covered by the opportunity registration statement for such offering to sell all of include (subject to Section 2.01(b) and such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities Holder's compliance with Section 2.11(c)) such securities in such states offering on the same terms and subject to the same conditions as are reasonably requested by the Holdersany similar securities included therein; provided, however, that the Company shall not be required under this Section 2.01(a) to register 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 Registrable Securities in a state in which such registration would cause terms of any underwriting agreed upon between the Company to be obligated to qualify to do business generally (and any other Holder whose securities are included in such state, or would subject the Company to taxation as a foreign corporation doing business in offering) and such jurisdictionunderwriter (and any other underwriter) and performs such Holder's obligations thereunder.

Piggy Back Registration. In addition If at any time after the Initial Closing Date there is not an effective registration statement covering all of the Underlying issued Shares and issuable upon conversion of issued Notes (collectively, “Registrable Securities”) and the Company determines to prepare and file with the demand right 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 equity securities, but excluding Forms S-4 or S-8 and similar forms which do not permit such registration, then the Holders Company shall send to each holder of the Purchase Options shall have the right for a period any of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as written notice of such determination and, if within fifteen calendar days after receipt of such notice, any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the underlying Registrable Securities, such holder requests to be registered and which inclusion of such underlying Registrable Securities will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided by the SEC (including, but not limited to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Registrable Securities entitled to registration rights under this Section 4.20. The holders whose Underlying Registrable Securities are included or required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. In no event shall the liability of any holder of Underlying Registrable Securities or permitted successor in connection with any Underlying Registrable Securities included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Purchaser upon the sale of the Underlying Registrable Securities sold pursuant to such registration or registrations such lesser amount in proportion to all other holders of securities filed Underlying Registrable Securities included in such registration statement. All expenses incurred by the Company in complying with Section 4.18, including, without limitation, all registration and filing fees, printing expenses (other than if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with a transaction contemplated by Rule 145(a) promulgated under complying with state securities or “blue sky” laws, fees of the Act or pursuant FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to Form S-8). the sale of Registrable Securities are called "Selling Expenses." The Company shall bear will pay all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them Registration Expenses in connection with the registration statement under Section 4.20. Selling Expenses in connection with each registration statement under Section 4.20 shall be borne by the holder and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related will be apportioned among such holders in proportion to the Registrable Securities. In the event number of such a proposed registration, the Company shall furnish the then Holders of outstanding Underlying Registrable Securities with not less than fifteen days written notice prior included therein for a holder relative to all the securities included therein for all selling holders, or as all holders may agree. It shall be a condition precedent to the proposed date obligations of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated complete the registration pursuant to qualify this Agreement with respect to do business generally in the Underlying Registrable Securities of a particular Purchaser that such state, or would subject Purchaser shall furnish to the Company in writing such information and representation letters, including a completed form of a securityholder questionnaire, with respect to taxation itself and the proposed distribution by it as a foreign corporation doing business in such jurisdictionthe Company may reasonably request to assure compliance with federal and applicable state securities laws.

Piggy Back Registration. In addition The Holder of this Warrant shall have ------------------------- the right to the demand right of registration, the Holders include all of the Purchase Options shall have shares of Common Stock underlying this Warrant (the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the "Registrable Securities Securities") as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8). The Company shall bear all fees ) and expenses must be notified in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event writing of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersfiling; provided, however, that the Company holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradable in the United States pursuant to the provisions of Regulation X. Xxxxxx shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be required to register underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a state limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration would cause whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company in complying with this Section 12(c) shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionholders of the Warrants.

Piggy Back Registration. In addition If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account or for the account of any securityholders of any class of its equity securities (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the demand right Company's existing securityholders), including a Registration Statement relating to a Demand Registration, then the Company shall give written notice of registration, such proposed filing to the Holders 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 shares 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 intended method of distribution thereof) (a "Piggy-Back Registration") . The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holders thereof to be included in a Piggy-Back Registration (the "Piggy-Back Holders") to be included on the same terms and conditions as any similar securities of the Purchase Options Company or any other 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 Holder shall have the right to withdraw its request for a period inclusion of seven years commencing on the Effective Date of the Registration Statement, to include the its Registrable Securities as part of in any other registration or registrations of securities filed statement pursuant to this Section 2.2 by giving written notice to the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant of its request to Form S-8)withdraw. The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related Subject to the Registrable Securities. In the event provisions of such a proposed registrationSection 2.1, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice may withdraw a Piggy-Back Registration at any time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights it becomes effective, provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including counsel fees and expenses) incurred prior to register the Registrable Securities in such withdrawal. No registration effected under this Section 2.2, and no failure to effect a state in which such registration would cause under this Section 2.2, shall relieve the Company of its obligations pursuant to be obligated Section 2.1, and no failure to qualify effect a registration under this Section 2.2 and to do business generally complete the sale of Shares in such state, or would subject connection therewith shall relieve the Company to taxation as a foreign corporation doing business in such jurisdiction.of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1). Section 2.3

Piggy Back Registration. In addition If at any time after the Initial Closing Date there is not an effective registration statement covering all of the Underlying issued Shares and issuable upon conversion of issued Notes and the Warrant Underlying Shares (collectively, “Registrable Securities”) and the Company determines to prepare and file with the demand right 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 equity securities, but excluding Forms S-4 or S-8 and similar forms which do not permit such registration, then the Holders Company shall send to each holder of the Purchase Options shall have the right for a period any of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as written notice of such determination and, if within fifteen calendar days after receipt of such notice, any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the underlying Registrable Securities, such holder requests to be registered and which inclusion of such underlying Registrable Securities will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided by the SEC (including, but not limited to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Registrable Securities entitled to registration rights under this Section 4.20. The holders whose Underlying Registrable Securities are included or required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. In no event shall the liability of any holder of Underlying Registrable Securities or permitted successor in connection with any Underlying Registrable Securities included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Purchaser upon the sale of the Underlying Registrable Securities sold pursuant to such registration or registrations such lesser amount in proportion to all other holders of securities filed Underlying Registrable Securities included in such registration statement. All expenses incurred by the Company in complying with Section 4.18, including, without limitation, all registration and filing fees, printing expenses (other than if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with a transaction contemplated by Rule 145(a) promulgated under complying with state securities or “blue sky” laws, fees of the Act or pursuant FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to Form S-8). the sale of Registrable Securities are called "Selling Expenses." The Company shall bear will pay all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them Registration Expenses in connection with the registration statement under Section 4.20. Selling Expenses in connection with each registration statement under Section 4.20 shall be borne by the holder and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related will be apportioned among such holders in proportion to the Registrable Securities. In the event number of such a proposed registration, the Company shall furnish the then Holders of outstanding Underlying Registrable Securities with not less than fifteen days written notice prior included therein for a holder relative to all the securities included therein for all selling holders, or as all holders may agree. It shall be a condition precedent to the proposed date obligations of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated complete the registration pursuant to qualify this Agreement with respect to do business generally in the Underlying Registrable Securities of a particular Purchaser that such state, or would subject Purchaser shall furnish to the Company in writing such information and representation letters, including a completed form of a securityholder questionnaire, with respect to taxation itself and the proposed distribution by it as a foreign corporation doing business in such jurisdictionthe Company may reasonably request to assure compliance with federal and applicable state securities laws.

Piggy Back Registration. In addition to Beginning 45 days after the demand right of registrationClosing Date, the Holders of the Purchase Options Holder shall have the right right, for a period of seven years commencing on no more than one year from the Effective Date of the Registration StatementClosing Date, to include all or any portion of the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a (i) shelf takedown on Form S-3 that does not include a resale prospectus; (ii) transaction contemplated by Rule 145(a) promulgated under the Act Securities Act; (iii) or pursuant to Form S-8S-8 or any equivalent form). The Company shall bear all fees and expenses ; provided, however, that if, solely in connection with registering any primary underwritten public offering for the Registrable Securitiesaccount of the Company, including the expenses managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of any legal counsel selected by the Holders to represent them shares of Common Stock which may be included in connection with the registration and sale of the Registrable Securitiesstatement because, but the Holders shall pay any underwriting commissions related in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to the Registrable Securities. In the event of such a proposed registrationfacilitate public distribution, then the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior be obligated to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until only such time as all limited portion of the Registrable Securities have been registered and soldwith respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. The holders Any exclusion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that be made pro rata among the Holders of the Registrable Securities are first given the opportunity seeking to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to register inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionSecurities.

Piggy Back Registration. In addition If the Company proposes to file a registration statement under the demand right Securities Act with respect to an offering by the Company for its own account or for the account of registration, the Holders any of its security holders of any security of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include same class as the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than a registration statement on Form S-4 or S-8 (or, in each case, any substitute or successor forms that may be adopted by the SEC), or a registration statement filed in connection with a transaction contemplated by Rule 145(a) promulgated under an exchange offer or offering of securities solely to the Act or Company’s existing security holders), which registration and applicable law would permit the inclusion of such Registrable Securities pursuant to Form S-8this Section 2.2 then, the Company shall give written notice of such proposed filing to the Stockholders (and their Permitted Transferees) as soon as practicable, and such notice shall offer such Stockholders (and their Permitted Transferees) the opportunity to register such number of shares of Registrable Securities as each such Stockholder (or Permitted Transferees) may request in writing within ten (10) days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Stockholder (or Permitted Transferee) and the intended method of distribution thereof), in each case subject to Section 2.3 (a “Piggy-Back Registration”). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register cause the managing Underwriter(s) 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 to permit the sale or other disposition of such states as are reasonably requested Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.3(b), any Stockholder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the HoldersCompany of its request to withdraw within ten (10) days of its request for inclusion; provided, however, that the registration statement including such shares (a “Piggy Back Registration Statement”) has not yet been declared effective by the SEC. The Company shall not be required may withdraw a Piggy-Back Registration Statement at any time prior to register the Registrable Securities in a state in which such registration would cause time it is declared effective by the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionSEC.

Piggy Back Registration. In addition to If at any time after the demand right closing of registrationthe Company’s Qualified IPO, the Holders Company proposes to 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 respective security holders of any security of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include same class as the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), or a Registration Statement filed in connection with a transaction contemplated by Rule 145(a) promulgated under an exchange offer or offering of securities solely to the Act or Company’s existing security holders), which registration would permit the inclusion of such Registrable Securities pursuant to Form S-8this Section 2.3, then the Company shall give written notice of such proposed filing to the Stockholders and Other Registration Rights Holders as soon as practicable, and such notice shall offer such Stockholders (and their Permitted Transferees) and Other Registration Rights Holders the opportunity to register such number of shares of Registrable Securities as each such Stockholder or Other Registration Rights Holder may request in writing within 10 days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Stockholder or Other Registration Rights Holder and the intended method of distribution thereof) (a “Piggy-Back Registration”). The Company shall bear all fees and expenses in connection with registering use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities, including Securities requested to be included in a Piggy-Back Registration to be included on the expenses same terms and conditions as any similar securities of any legal counsel selected by the Holders Company included therein to represent them permit the sale or other disposition of such Registrable Securities in connection accordance with the registration and sale intended method of distribution thereof. Subject to Section 2.4(b), any Stockholder or Other Registration Rights Holder shall have the right to withdraw its request for inclusion of its Registrable Securities, but the Holders shall pay Securities in any underwriting commissions related Piggy-Back Registration by giving written notice to the Registrable SecuritiesCompany of its request to withdraw within 10 days of its request for inclusion; provided, that the Registration Statement including such shares (a “Piggy-Back Registration Statement”) is not yet effective. In the event of such The Company may withdraw a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice Piggy-Back Registration Statement at any time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain it becomes effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at in its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictiondiscretion.

Piggy Back Registration. In addition (a) If the Company proposes 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 demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date anticipated filing date of the Registration StatementStatement 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 the in such Registration Statement such number of Registrable Securities as part 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 other registration Representative A&B Holders or registrations the Investor made within 15 Business Days after the receipt of securities filed by notice from the Company (other than in connection with a transaction contemplated which request will specify the number of Registrable Securities intended to be disposed of by Rule 145(a) promulgated under such Representative A&B Holder or the Act or pursuant to Form S-8Investor and the intended method of disposition thereof). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to will use its reasonable best efforts to qualify 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 register the Investor to the extent required to permit the disposition of the Registrable Securities in such states as are reasonably requested by the Holdersso 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 shall not be required and (ii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 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 all such Representative A&B Holders and Investors, as applicable, and, thereupon, will be relieved of its obligation to register any Registrable Securities in a state in which connection with such registration would cause (without prejudice, however, to rights of the Investors under Section 5.1). No registration effected under this Section 5.2 will relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. Each Representative A&B Holder and Investor or group thereof will be obligated responsible on a pro rata basis (based on the number of shares of Registrable Securities of such entity or individual registered pursuant to qualify 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 do business generally in such state, or would subject the Company any registration pursuant to taxation as a foreign corporation doing business in such jurisdictionthis Section 5.2.

Piggy Back Registration. In addition If at any time the Company shall determine to register for its own account or the account of others under the Securities Act (including pursuant to a demand right of registration, the Holders for registration made by any stockholder of the Purchase Options Company) any of its equity securities, or warrants to purchase equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall have the right for a period send to each holder of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part reflected on the books and records of any other registration or registrations maintained on behalf of securities filed by the Company (other than in connection with each a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"holder"). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including each holder who has the expenses of any legal counsel selected by the Holders right to represent them in connection with the acquire, who is entitled to registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event rights under this SECTION 4.1 written notice of such a proposed registrationdetermination and, if within fifteen (15) days after receipt of such notice, such holder shall so request in writing, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior use its reasonable efforts to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all or any part of the Registrable Securities have been registered and sold. The holders such holder requests to be registered, except that if, in connection with any underwritten public offering of the Company the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities may exercise with respect to which such holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the “piggy-back” rights provided for herein by giving written noticeholders seeking to include Registrable Securities, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity sought to sell all of be included by such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersholders; provided, however, that the Company shall not be required to register the exclude any Registrable Securities unless the Company has first excluded all outstanding securities which are not entitled by right to inclusion of securities in a state in which such registration would cause statement pursuant to this ARTICLE IV. No incidental right under this SECTION 4.1 shall be construed to limit any registration required under SECTION 4.2. The obligations of the Company to a holder under this SECTION 4.1 may be obligated waived only by such Holder. Anything herein to qualify the contrary notwithstanding, no other registration rights (demand or piggy-back) with respect to do business generally in such state, any debt or would subject equity securities shall be granted to any Person without the Company to taxation as a foreign corporation doing business in such jurisdictionconsent of the Holders.

Piggy Back Registration. In addition If, at any time after the Company has completed an Initial Public Offering, the Company proposes to register any of the shares of its Common Stock under the Securities Act for sale to the demand right public, whether for its own account or for the account of registrationother security holders or both (except with respect to registration statements on Forms S-4, Form S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice to each Holder of its intention to do so. Upon the written request of a Holder, received by the Company within 20 days after the receipt by such Holder of any such notice from the Company, the Holders of Company will use its best efforts to cause the Purchase Options Restricted Stock then owned by any Holder as to which registration shall have been so requested to be included in the right for a period shares of seven years commencing on its Common Stock to be covered by the Effective Date of the Registration Statement, registration statement proposed to include the Registrable Securities as part of any other registration or registrations of securities be filed by the Company, all to the extent necessary to permit the sale or other disposition by the Holder(s) of such Restricted Stock so registered. Notwithstanding the foregoing provisions, the Company (other than may withdraw any registration statement referred to in this paragraph 4(b) and, in connection with any offering involving an underwriting of Common Stock to be issued by the Company or to be sold by any other holder of the Company's Common Stock, if the managing underwriter for such offering shall impose a transaction contemplated by Rule 145(a) promulgated under limitation on the Act or pursuant number of shares of the Restricted Stock which may be included in the registration statement, because, in its judgment, such limitation is necessary to Form S-8)effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only that number of shares of the Restricted Stock as the managing underwriter believes will not jeopardize the success of the offering, in each case without thereby incurring any liability to any Holder of the Restricted Stock. The Company shall bear advise all fees and expenses Holders of the Restricted Stock requested to be included in connection with registering any registration pursuant to this paragraph 4(b) of a withdrawal of the Registrable Securities, including registration statement or the expenses imposition of any legal counsel selected such restrictions by the Holders to represent them managing underwriter, and the number of shares that may be included in connection with the registration and sale of the Registrable Securities, but the Holders underwriting shall pay any underwriting commissions related be allocated first to the Registrable Securities. In the event of such a all securities proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated sold for its own account, and second among such Holders and the holders of all of other securities of the Company requested to qualify to do business generally be included in such state, or would subject registration pro-rata among such Holders and such other holders in proportion to the Company to taxation as a foreign corporation doing business in respective number of shares held by such jurisdictionHolders and such other holders at the time of the filing of the registration statement.

Piggy Back Registration. (a) Grant of Right. In addition to the demand right of registrationregistration described in Section 5.1 hereof, the Holders of the Purchase Options Holder shall have the right right, for a period of seven no more than two (2) years commencing on from the Effective Initial Exercise Date of the Registration Statementin accordance with FINRA Rule 5110(f)(2)(G)(v), to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8S-4 or Form S-8 or any equivalent form). The Company shall bear all fees and expenses ; provided, however, that if, solely in connection with registering any primary underwritten public offering for the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale account of the Registrable SecuritiesCompany, but the Holders shall pay any underwriting commissions related managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Warrant Shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to the Registrable Securities. In the event of such a proposed registrationfacilitate public distribution, then the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior be obligated to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until Registration Statement only such time as all limited portion of the Registrable Securities have been registered and soldwith respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. The holders Any exclusion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that be made pro rata among the Holders of the Registrable Securities are first given the opportunity seeking to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to register inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionSecurities.

Piggy Back Registration. In addition (a) If the Company shall at any time (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 demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Initial Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other shall provide prompt written notice of such proposal, in any event, not less than in connection with a transaction contemplated by Rule 145(a) promulgated 15 days before the anticipated filing date, to all Stockholders and Xxxxx of its intention to do so, of the underwriters selected for such offering and of such Stockholders’ rights under the Act or pursuant to Form S-8)this Section 3. The Company shall bear all fees use its best efforts to include such number of Registrable Securities in such registration statement (a “Piggy-back Registration”), which request shall be made to the Company within 15 days after such Stockholders and expenses 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 registration statement filed in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish determine for any reason not to register such securities, the then Holders Company may, at its election, give written notice of outstanding such determination to each Stockholder and Xxxxx and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with not less than fifteen days written notice such registration, and (ii) all holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and/or the Requesting Holders, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in secondary offerings. Any Stockholder or Xxxxx requesting pursuant to this Section 3 to be included in a registration may elect, in writing prior to the proposed effective date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by in connection with such registration, not to register such securities in connection with such registration. If a Stockholder does not participate either voluntarily or involuntarily in the Company until such time as offering described in this section 3(a), Stockholder shall retain all of the Registrable Securities have been registered its rights under this Section 3(a), and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein those set forth under Section 2(a) above, relating to any remaining Common Stock held by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionStockholders.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years If at any time commencing on the Effective Date date of issuance of the Registration Statement, to include Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities as part has been declared effective by the Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any other registration or registrations securities of securities filed by the Company (Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant to Form S-8). The Company shall bear all fees and expenses business or equity securities issuable in connection with registering the Registrable Securitiesemployee benefit plans, including the expenses of any legal counsel selected by Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Shares that such Holder requests to represent them be registered, except that if, in connection with any underwritten public offering for the registration and sale account of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationCompany, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior be obligated to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until Registration Statement only such time as all limited portion of the Registrable Securities have been registered and soldwith respect to which such Holder has requested inclusion. The holders Any exclusion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written noticeshall be made pro rata among all Holders who have requested that Registrable Securities be included, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities specified in such states as are reasonably requested by the Holderstheir respective requests; provided, however, that the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Shares under this Section 1(b) shall be construed to limit any registration required to register under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities in a state in which such registration would cause may waive the obligations of Company under this Section 1(b). Attachment B to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.Securities Purchase Agreement

Piggy Back Registration. In addition If at any time the Purchaser shall determine to file with the demand right SEC a Registration Statement relating to an offering for its own account or the account of registrationothers under the Securities Act of any of its equity securities (other than (i) the amendment of a Registration Statement previously filed or the filing of a Registration Statement that was previously filed and withdrawn or (ii) on Form X-0, Xxxx X-0 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), the Holders Purchaser shall include in such Registration Statement all or any part of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration StatementPrice Shares, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than except that if, in connection with any underwritten public offering for the account of the Purchaser the managing underwriter(s) thereof shall impose a transaction contemplated by Rule 145(a) promulgated under limitation on the Act number of shares of common stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or pursuant other factors dictate such limitation is necessary to Form S-8)facilitate public distribution, then the Purchaser shall be obligated to include in such Registration Statement only such limited portion of the Purchase Price Shares as the underwriter shall permit. The Company shall bear all fees and expenses If an offering in connection with registering which the Registrable SecuritiesSeller is entitled to registration under this Section 6.18 is an underwritten offering, including then the expenses Purchase Price Shares shall be offered and sold in an underwritten offering using the same underwriter or underwriters and on the same terms and conditions as other shares of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities common stock included in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunderwritten offering.

Piggy Back Registration. In addition to (a) If, at any time after the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the date hereof and as long as Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationremain outstanding, the Company shall furnish file with the then Holders Commission a registration statement of outstanding Registrable the Company under the Securities with not less than fifteen days Act, relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (a “Registration”), the Company shall send to each Holder a written notice prior to the proposed date of filing of such registration statement. Such notice to determination and, if within fifteen (15) days after the Holders giving of such notice, any Holder shall continue to be given for each applicable so request in writing, the Company shall include in such registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of such Holder, except that if, in connection with any underwritten Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities may exercise as the “piggy-back” rights provided for herein by giving written noticeunderwriter(s) shall permit, within ten days if any. In the event only a limited portion of the receipt Registrable Securities shall be included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company’s notice , all securities proposed to be sold by the Company, and second, for the account of its intention any Holders or other stockholders of the Company participating in such registration, the number of shares of Common Stock or other Registrable Securities requested to file a be included in the registration statementby such Holders and other stockholders in proportion, as nearly as practicable, to the respective amounts of securities that are requested to be included in such registration by such Holders and other stockholders. The Company shall cause so advise all Holders and the other holders distributing their securities through such underwriting of any registration statement filed pursuant such limitation, and the number of shares of Registrable Securities held by Holders that may be included in the registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the above “piggyback” rights Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If a Registration in connection with which a Holder is entitled to remain effective for at least nine months from registration under this Section 2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the date that the Holders of the Registrable Securities are first given the opportunity to Company, offer and sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally other shares of Common Stock included in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunderwritten offering.

Piggy Back Registration. In addition If at any time during the Registration Period the Company shall determine to prepare and file with the demand right SEC a Registration Statement relating to an offering for its own account or the account of registrationothers under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Holders Company shall send to Advantage written notice of such determination and, if within ten (10) days after receipt of such notice, Advantage shall so request in writing, the Purchase Options Company shall have the right for a period include in such Registration Statement all or any part of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than Advantage requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a transaction contemplated by Rule 145(a) promulgated under limitation on the Act or pursuant number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to Form S-8). The effect an orderly public distribution, then the Company shall bear all fees and expenses be obligated to include in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale such Registration Statement only such limited portion of the Registrable Securities; PROVIDED, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, howeverHOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and PROVIDED FURTHER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be required made pro rata with holders of other securities having the right to register include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. The obligations of the Company under this Section shall expire after the Company has afforded the opportunity for Advantage to exercise registration rights under this Section for two registrations; PROVIDED, HOWEVER, that if Advantage shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section then it shall be entitled to include in an additional Registration Statement filed by the Company the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionso excluded.

Piggy Back Registration. In addition If at any time after the date of issuance of any Registrable Securities and prior to the demand right of registration, the Holders end of the Purchase Options shall have Effective Period, Frontier proposes to file a registration statement under the right Securities Act with respect to an offering by Frontier for a period its own account or for the account of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part others of any class of equity security of Frontier (or any options, warrants or other registration securities convertible into, or registrations of securities filed by the Company exchangeable or exercisable for, such equity securities) to be offered for cash (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction contemplated by of the type specified in Rule 145(a) promulgated under the Act or pursuant Securities Act), then Frontier shall in each case give written notice of such proposed filing to Form S-8UFAC at least 20 days before the filing date, and such notice shall offer UFAC the opportunity to register such number of Registrable Securities as UFAC may request (a "Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected If such offer is accepted by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, Frontier within ten 15 days of the UFAC's receipt of the Company’s written notice provided for in the preceding sentence, Frontier shall use its best efforts to cause such Registrable Securities to be included in such offering on the same terms and conditions as the corresponding securities of Frontier included therein, PROVIDED that (i) if, at any time after giving written notice of its intention to file a registration statement. The Company shall cause register any securities and prior to the effective date of the registration statement filed pursuant in connection with such registration, Frontier shall determine for any reason not to proceed with the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agreesproposed registration, Frontier may, at its sole expenseselection, give written notice of such determination to use UFAC and thereupon shall be relieved of its reasonable best efforts obligation to qualify or register the any Registrable Securities in connection with such states as registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Frontier (underwritten, at least in part, by Persons who are reasonably requested by not Affiliates of Frontier or UFAC), subject to the Holders; providedfollowing sentence, however, that the Company shall not be required to register the UFAC must sell its Registrable Securities to such underwriters who shall have been selected by Frontier on the same terms and conditions as apply to Frontier, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a state proposed registration pursuant to this Section 4 involves such an underwritten public offering, UFAC may elect in which writing, prior to the effective date of the registration statement filed in connection with such registration would cause registration, to withdraw such request and not to have its securities registered in connection with such registration. Notwithstanding the Company foregoing, if the managing underwriter or underwriters of a proposed underwritten offering advise Frontier in writing that in their opinion the total amount or kind of securities that UFAC has requested to be obligated to qualify to do business generally included in such stateoffering, or would subject the Company when added to taxation as a foreign corporation doing business those securities then proposed to be offered by Frontier and any other participants in such jurisdictionoffering, would adversely affect the success of such offering, then the amount of securities to be offered for the accounts of UFAC, Frontier and such other participants in the offering shall be reduced proportionately 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.

Piggy Back Registration. In addition (a) If, at any time prior to the demand right of registrationJuly 30, 2015, the Holders Corporation shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or a resale offering by any of its stockholders under the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part Act of any other registration or registrations of securities filed by the Company (its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses any acquisition of any legal counsel selected by the Holders to represent them entity or business or equity securities issuable in connection with the registration and sale Corporation’s stock option or other employee benefit plans, then the Corporation shall deliver to each Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Corporation shall include in such registration statement all or any part of such Registrable SecuritiesSecurities such Holder requests to be registered; provided, but that the Holders Corporation shall pay not be required to register any underwriting commissions related Registrable Securities pursuant to this Section that are (i) eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Registrable Securities. In Securities Act or (ii) the event subject of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such effective registration statement. Such notice registration statement shall contain substantially the “Plan of Distribution” attached hereto as Annex 1 with respect to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and soldShares. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant Subject to the above “piggyback” rights to remain effective for at least nine months from terms of this Schedule, the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to Corporation shall use its reasonable best efforts to qualify or register cause the Registration Statement filed under this Section to be declared effective under the Securities Act as promptly as reasonably practical after the filing thereof and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities in such states as are reasonably requested covered by the Holders; providedRegistration Statement (i) have been sold, howeverthereunder or pursuant to Rule 144, that or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the Company shall not be required to register requirement for the Registrable Securities in a state in which such registration would cause the Company Corporation to be obligated in compliance with the current public information requirement under Rule 144, as determined by the counsel to qualify the Corporation pursuant to do business generally in a written opinion letter to such stateeffect, or would subject addressed and acceptable to the Company to taxation as a foreign corporation doing business in such jurisdictionCorporation’s transfer agent and the affected Holders (the “Effectiveness Period”).

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years If at any time commencing on the Effective Date date of issuance of the Registration Statement, to include New Unsecured Notes and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities as part has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any other registration or registrations securities of securities filed by the Company (Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant to Form S-8). The Company shall bear all fees and expenses business or equity securities issuable in connection with registering the Registrable Securitiesemployee benefit plans, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall continue to be given for each applicable registration statement filed by the so request in writing, Company until shall include in such time as Registration Statement all or any part of the Registrable Securities have been registered and sold. The holders that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written noticewith respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities specified in such states as are reasonably requested by the Holderstheir respective requests; provided, however, that the Company shall not be required to register the exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in a state such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration would cause of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the New Unsecured Notes and the Common Shares may waive the obligations of Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunder this Section 1(b).

Piggy Back Registration. In addition If Galera proposes to file a “shelf registration statement” or similar registration statement covering the resale of shares of Common Stock for an offering to be made on a continuous basis pursuant to Rule 415 (including, for this purpose, a Registration Statement by Galera for stockholders other than the Holders), Galera shall, at such time, promptly give the Holders notice of such registration. Upon the request of a Holder given within [***] after such notice is given by Galera, Galera shall cause to be registered all of the Warrant Shares that such Holder has requested to be included in such Registration Statement, provided, that, in no event shall Galera cause to be registered any Warrant Shares if the inclusion of such Warrant Shares would reduce the number of securities being registered in such Registration Statement pursuant to the demand right of registrationInvestors’ Rights Agreement. In the event a Holder elects to include Warrant Shares in such Registration Statement, such Holder shall furnish to Galera such information regarding itself, the Holders Warrant Shares and others securities of Galera held by it, and the intended method of disposition of the Purchase Options Warrant Shares as is reasonably required to effect the registration of such Holder’s Warrant Shares. Galera shall have the right for a period to terminate or withdraw any Registration Statement initiated by it under this Section 4.01 before the effective date of seven years commencing on the Effective Date of the such Registration Statement, whether or not any Holder has elected to include Warrant Shares in such Registration Statement, for any reason, or no reason at all. For the Registrable Securities as part avoidance of doubt, the rights with respect to registration granted hereunder are not intended to provide rights to any other registration or registrations of securities filed by the Company (other than Holder in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale an underwritten offering of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event Common Stock of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionGalera.

Piggy Back Registration. In addition to When the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include Company registers the Registrable Securities held by the Exchanging Holders under the Securities Act for sale to the public, the Company hereby agrees to register the shares of Common Stock and Special Stock held by Southwest Royalties Holdings, Inc. (“SRH Registrable Securities”) on the same terms and conditions as part of any other the securities otherwise being sold pursuant to such registration, and the Company will use its best efforts to cause the SRH Registrable Securities to be included in the securities to be covered by the registration or registrations of securities statement proposed to be filed by the Company (on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or other than in connection with a transaction contemplated disposition by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale SRH of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding SRH Registrable Securities with not less than fifteen days written notice prior so registered, subject to the proposed date of filing of any other restrictions relating to such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the HoldersSRH Registered Securities; provided, however, that the Company shall not be required may at any time prior to register the effectiveness of any such registration statement, in its sole discretion and without the consent of SRH, abandon the proposed registration of the SRH Registrable Securities in a state in which its entirety. If such registration is an underwritten registration, the number of SRH Registrable Securities to be included in such a registration may be reduced or eliminated if and to the extent the managing underwriter concludes that such inclusion would cause jeopardize the successful marketing of the securities proposed to be offered and sold thereunder. Notwithstanding anything to the contrary contained in this Section 8(b), in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to be obligated a registration statement covering Registrable Securities of the Exchanging Holders or Common Stock of the Company and SRH does not elect to qualify sell its SRH Registrable Securities to do business generally the underwriters of the Company’s securities in connection with such stateoffering, SRH shall not offer for sale, sell, grant any option for the sale of, or would subject otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the Company to taxation as a foreign corporation doing business period of distribution of the Company’s securities by such underwriters, which shall be specified in such jurisdictionwriting by the underwriters and shall not exceed 90 days following the date of effectiveness under the Securities Act of the registration statement relating thereto.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by If the Company at any 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 Business Combination, (x) a demand registration under Section ‎2.3, Section ‎2.4 or Section 2.5 of this Agreement, (y) in connection with a transaction contemplated by Rule 145(aregistration on Form S-8 or (y) promulgated under the Act pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to Form S-8)exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its 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 of the same type as are included in the Registration Statement as such Holders may request in writing. The Company shall bear all fees and expenses in connection with registering Upon the Registrable Securities, including the expenses written request of any legal counsel selected by the Holders to represent them in connection with the registration and sale Holder given within seven (7) days after receipt of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationnotice, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as or 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 registered and soldwaived. The holders Company shall, in good faith, cause such Registrable Securities to be included in such registration or offering and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter(s) of such registration to permit the Registrable Securities may exercise requested by the “piggy-back” rights provided for herein by giving written notice, within ten days Holders pursuant to this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the receipt 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 Company’s notice number of its intention shares to file a be underwritten, then shares will be included in such registration statement. The 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 shall cause any registration statement filed or pursuant to the above “piggyback” exercise of demand rights by holders not party to remain effective for at least nine months from the date that this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such registration (pro rata to the respective number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested held by the Holders; provided) and (iii) third, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause any other shares of the Company to be obligated to qualify to do business generally offered by any other holders will be included in such state, or would subject 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 of such request to taxation withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a foreign corporation doing business in withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such jurisdictionRegistration Statement.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years If at any time commencing on the Effective Date date of issuance of the Registration Statement, to include Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities as part has been declared effective by the Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any other registration or registrations securities of securities filed by the Company (Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant to Form S-8). The Company shall bear all fees and expenses business or equity securities issuable in connection with registering the Registrable Securitiesemployee benefit plans, including the expenses of any legal counsel selected by Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Shares that such Holder requests to represent them be registered, except that if, in connection with any underwritten public offering for the registration and sale account of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationCompany, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior be obligated to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until Registration Statement only such time as all limited portion of the Registrable Securities have been registered and soldwith respect to which such Holder has requested inclusion. The holders Any exclusion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written noticeshall be made pro rata among all Holders who have requested that Registrable Securities be included, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities specified in such states as are reasonably requested by the Holderstheir respective requests; provided, however, that the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Shares under this Section 1(b) shall be construed to limit any registration required to register under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities in a state in which such registration would cause may waive the obligations of Company under this Section 1(b). Attachment B to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.Exchange Agreement

Piggy Back Registration. In addition If at any time the Company proposes ----------------------- to 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 respective securityholders of any class of its common equity securities (other than (i)a Registration Statement on Form S-4 or S-8 (or any successor form having similar effect) or (ii)a Registration Statement filed in connection with an offer or offering of securities solely to the demand right Company's existing securityholders) for sale on the same terms and conditions as the securities of registrationthe Company or any other selling securityholder included therein, 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 20 Business Days before the Purchase Options anticipated filing date), and such notice shall have offer such Holders the right for a period opportunity to register such number of seven years commencing on the Effective Date shares of the Registration Statement, to include 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), subject to reduction as part of any other registration or registrations of securities filed by the Company hereinafter set forth (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering use its best efforts to cause the managing underwriter or underwriters (if any) of such proposed underwritten offering to permit the Registrable Securities, including Securities requested to be included in a Piggy-Back Registration to be included on the expenses same terms and conditions as any similar securities of the Company or any legal counsel selected by other securityholder included therein and to permit the Holders to represent them sale or other disposition of such Registrable Securities in connection accordance with the registration and sale intended method of distribution thereof except as otherwise provided in Section 2.3. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities, but the Holders shall pay Securities in any underwriting commissions related Registration Statement pursuant to this Section2.2 by giving written notice to the Registrable SecuritiesCompany of its request to withdraw no later than 5 Business Days before such Registration Statement becomes effective. In the event of such The Company may withdraw a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice Piggy-Back Registration at any time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights it becomes effective; provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required give prompt notice thereof -------- to register the participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities in requested pursuant to this Section2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a state in which such registration would cause statement effected pursuant to this Section2.2. No registration effected under this Section2.2, and no failure to effect a registration under this Section2.2, shall relieve the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.of its

Piggy Back Registration. In addition If at any time the Company proposes to ----------------------- 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 respective securityholders covering the sale of Common Stock (other than (a) a registration statement on Form S-4 or S-8, (b) a registration statement filed in connection with an offer of securities solely to the demand right Company's existing securityholders, (c) a Demand Registration, or (d) a registration statement filed in connection with an Initial Public Equity Offering, provided, that the registration statement relating to such Initial Public Equity Offering solely covers securities proposed for sale by the Company for its own account and not for the account of registrationany of its securityholders) for sale on the same terms and conditions as the securities of the Company or any other selling securityholder included therein, 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 10 Business Days before the Purchase Options 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 intended method of distribution thereof) (a "Piggy-Back Registration"). The ----------------------- Company shall use its best efforts to cause the managing underwriter or underwriters of such 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 or any other 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 Holder shall have the right to withdraw its request for a period inclusion of seven years commencing on the Effective Date of the Registration Statement, to include the its Registrable Securities as part in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that the Company -------- shall give prompt notice thereof to participating Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated obligation under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionthis Agreement.

Piggy Back Registration. In addition If at any time after the Company's Initial Public Offering the Company shall determine to register under the Securities Act (including pursuant to a demand right of registration, the Holders any stockholder of the Purchase Options shall have the right for a period Company exercising registration rights) any of seven years commencing on the Effective Date of the Registration Statementits Common Stock, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than on Form S-8 or Form S-4 or their then equivalent or in connection with a transaction contemplated by described under Rule 145(a) promulgated 145 under the Act or pursuant Securities Act, it shall send to Form S-8). The Company shall bear all fees and expenses in connection with registering the each holder of Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event Shares written notice of such determination at least 30 days before the anticipated filing date. If within 20 days after receipt of such notice, such holder shall so request in writing (a proposed registration"Selling Shareholder"), the Company shall furnish use its best efforts to include in such registration statement all the then Holders Registrable Shares such holder requests to be registered, except that if, in connection with any offering involving an underwriting of outstanding Registrable Securities with not less than fifteen days written notice prior Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to avoid jeopardizing the success of the offering by the Company, and such limitation is imposed on a pro rata basis among the holders of Common Stock having an incidental ("piggy back") right to include such Common Stock in the registration statement according to the proposed date of filing amount of such registration statement. Such notice Common Stock which each Selling Shareholder owns, then the Company shall be obligated to the Holders shall continue to be given for each applicable include in such registration statement filed by the Company until only such time as all portion of the Registrable Securities have been registered and sold. The holders of Shares which the Registrable Securities managing underwriter believes may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of be sold without having such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holderseffect; provided, however, that such limitation shall not be imposed if any shares are to be included in such underwriting for the account of any person other than the Company or the requesting holders of Registrable Shares. In connection with any offering involving an underwriting of Common Stock to be issued by the Company, the Company shall not be required to register include a Selling Shareholder's Registrable Shares in such underwriting unless such Selling Shareholder accepts the Registrable Securities in a state in which such registration would cause terms of the underwriting as agreed upon by the Company and the underwriters selected by the Company. No incidental right under this Section 2 shall be construed to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionlimit any registration required under Section 3.

Piggy Back Registration. In addition to If at any time ninety (90) days ----------------------- following the demand right of registration, the Holders closing of the Purchase Options shall have Initial Public Offering the right Company proposes to file a registration statement under the 1933 Act with respect to an offering by the Company for a period its own account or for the account of seven years commencing on the Effective Date any of its respective securityholders of any class of security of the Registration Statement, to include same class as the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), then the Company shall give written notice of such proposed filing to the Holders and the Minority 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 and the Minority Holders the opportunity to register such number of shares of Registrable Securities as each such Holder or Minority Holder may request in writing within five (5) days of receipt of such notice on behalf of itself or its Affiliates (which request shall specify the Registrable Securities intended to be disposed of by such Holder and its Affiliates, or such Minority Holder and its Affiliates and the intended method of distribution thereof) (a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities, including Securities requested to be included in a Piggy-Back Registration to be included on the expenses same terms and conditions as any similar securities of any legal counsel selected by the Holders Company included therein to represent them permit the sale or other disposition of such Registrable Securities in connection accordance with the registration and sale intended method of distribution thereof. Subject to Section 2.4(b), any Holder or Minority Holder shall have the right to withdraw its request for inclusion of its Registrable Securities, but the Holders shall pay Securities in any underwriting commissions related Piggy-Back Registration by giving written notice to the Registrable SecuritiesCompany of its request to withdraw within twenty (20) days of its request for inclusion. In The Company may withdraw a Piggy-Back Registration at any time prior to the event of such a proposed registration, time it becomes effective; provided that -------- the Company shall furnish the then reimburse Minority Holders, if applicable, or Holders of outstanding Registrable Securities with not less than fifteen days written notice requested to be included in such Piggy-Back Registration for all out-of-pocket expenses (including counsel fees and expenses) incurred prior to such withdrawal. Notwithstanding the proposed date foregoing, if any Stockholder is permitted to include shares of filing Common Stock in the Initial Public Offering or if the Initial Public Offering consists solely of an offering by one or more Stockholders, each of TJX, Leeway, and NYNEX shall be entitled to include its shares on the same basis as such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionStockholder.

Piggy Back Registration. In addition If at any time prior to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date expiration of the Registration StatementPeriod (as hereinafter defined) the Company shall file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to the Investor written notice of such determination and, if within fifteen (15) days after the effective date of such notice, the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a transaction contemplated by Rule 145(a) promulgated under limitation on the Act number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or pursuant other factors dictate such limitation is necessary to Form S-8)facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder as the underwriter shall permit. The Company shall bear not exclude any Registrable Securities unless the Company has first excluded all fees and expenses outstanding securities, the holders of which are not entitled to inclusion of such securities in connection such Registration Statement or are not entitled to pro rata inclusion with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event No right to registration of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with not less than fifteen days written notice prior which the Investor is entitled to registration under this Section 2(c) is an underwritten offering, then the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed Investor shall, unless otherwise agreed by the Company until Company, offer and sell such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally other shares of Common Stock included in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunderwritten offering.

Piggy Back Registration. In addition If at any time the Company proposes to 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 respective securityholders of any class of its common equity securities (other than (i) a Registration Statement on Form S-4 or S-8 (or any -6- 9 substitute form that may be adopted by the SEC), (ii) a Registration Statement filed in connection with an offer or offering of securities solely to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Company's existing securityholders or (iii) any Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities Statement filed by the Company relating to an offering of shares of Common Stock, the proceeds of which will be used to refinance or redeem indebtedness or preferred stock incurred or issued by the Company to consummate the Amoco Acquisition (other as defined in the Purchase Agreement), 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 in connection with 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 transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering use its best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Securities, including Securities requested to be included in a Piggy-Back Registration to be included on the expenses same terms and conditions as any similar securities of the Company or any legal counsel selected by other securityholder included therein and to permit the Holders to represent them sale or other disposition of such Registrable Securities in connection accordance with the registration and sale intended method of distribution thereof except as otherwise provided in Section 2.3. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities, but the Holders shall pay Securities in any underwriting commissions related Registration Statement pursuant to this Section 2.2 by giving written notice to the Registrable SecuritiesCompany of its request to withdraw no later than 5 Business Days before such Registration Statement becomes effective. In the event of such The Company may withdraw a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice Piggy-Back Registration at any time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights it becomes effective; provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required give prompt notice thereof to register the participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities in requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a state in which such registration would cause statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to be obligated effect a registration upon the request of Holders pursuant to qualify Section 2.1, and no failure to do business generally effect a registration under this Section 2.2 and to complete the sale of shares of Common Stock in such state, or would subject connection therewith shall relieve the Company to taxation as a foreign corporation doing business in such jurisdictionof any other obligation under this Agreement.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the If at any time when there is not an effective Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear Statement covering all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders Company shall pay determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any underwriting commissions related of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Holder of Registrable Securities written notice of such determination and, if within seven (7) Business Days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the Registrable Securities. In Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the event effective date of the registration statement filed in connection with such a proposed registration, the Company shall furnish determine for any reason not to register or to delay registration of such securities, the then Holders Company may, at its election, give written notice of outstanding such determination to such 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 not less than fifteen days written notice prior such registration, and (ii) in the case of a determination to the proposed date of filing of such registration statement. Such notice delay registering, shall be permitted to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the delay registering any Registrable Securities have been being registered and sold. The holders of for the Registrable Securities may exercise same period as the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statementdelay in registering such other securities. The Company shall cause any include in such registration statement filed pursuant all or any part of such Registrable Securities such Holder requests to be registered. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders inclusion of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are registration statement, then if the Company after consultation with the managing underwriter should reasonably requested by determine that the inclusion of such Registrable Securities, 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 Registrable Securities of the Holders; provided, howeverthen (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the registration), that if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities. Notwithstanding the foregoing, the Company shall not be required have no further obligation to register the Registrable Securities in a state in from and after the date upon which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionRegistrable Securities are salable under Rule 144.

Piggy Back Registration. In addition If, during the six (6) months following Closing, Xceed shall determine to prepare and file with the demand right Securities and Exchange Commission (the "Commission") a registration statement relating to an offering for its own account or the account of registrationothers under the Securities Act of 1933, as amended (the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable "Securities as part Act") of any other registration or registrations of securities filed by the Company (its equity securities, other than in connection with a transaction contemplated by Rule 145(a) registration statement on Form S-4 or Form S-8 (each as promulgated under the Act Securities Act) and including any successor forms or pursuant their then equivalents relating to Form S-8equity securities (each, a "Registration Statement"). The Company , Xceed shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders send to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event each Stockholder written notice of such a proposed registrationdetermination (the "Registration Notice") and, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen if within thirty (30) days written notice prior to the proposed date of filing after receipt of such registration statement. Such notice to notice, any such Stockholder shall so request in writing (which request shall specify the Holders shall continue number of shares of Xceed Stock intended to be given for each applicable registration statement filed sold by such Stockholder), Xceed shall cause to be included in the Company until such time as Registration Statement all of the Registrable Securities have shares of Xceed Stock which Xceed has been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention so requested to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested include by the HoldersStockholder; provided, however, in the event that the Company Registration Statement relates to an underwritten public offering, if the managing underwriter(s) determines that marketing factors require limitation or exclusion of the shares of Xceed Stock owned by the Stockholders and objects to the inclusion of such shares of Xceed Stock in the Registration Statement, then if Xceed (after consultation with the managing underwriter(s)) determines to include in such Registration Statement fewer or none of such shares of Xceed Stock, then the number of shares of Xceed Stock of the Stockholders, to the extent permitted to be included in such Registration Statement, shall not be reduced pro-rata among such Stockholders (based upon the total number of shares of Xceed Stock requested by the Stockholders to be included in the Registration Statement). To the extent that shares of Xceed Stock owned by the Stockholders are included in a Registration Statement that relates to an underwritten public offering, the right of a Stockholder to have its shares of Xceed Stock included therein shall be conditioned upon such Stockholder's participation in and agreement with the terms of such underwriting. Each Stockholder shall (together with Xceed and such other persons including securities in the Registration Statement) enter into an underwriting agreement in customary form with the underwriter(s) and shall use such Stockholder's best efforts to prepare and provide all documents and opinions required to register be delivered thereunder in respect of their participation as selling securityholders in the Registrable Securities in subject offering. In the event that the managing underwriter(s) permits inclusion of a state in which Stockholder's shares of Xceed Stock, but determines that marketing factors require a limitation on distribution of such registration would cause securities, such Stockholder may be prohibited from selling such Stockholder's shares of Xceed Stock for a period of time (not to exceed 180) days following the Company effective date of the Registration Statement as required by the underwriter(s) and such Stockholder shall enter into an agreement with underwriter(s) to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionthat effect.

Piggy Back Registration. In addition to If at any time on or after the demand right ----------------------- closing of registrationthe Company's Initial Public Offering, the Holders Company proposes (in compliance with a request for a Demand Registration or otherwise) to 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 respective security holders of any security of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include same class as the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), or a registration statement filed in connection with a transaction contemplated by Rule 145(a) promulgated under an exchange offer or offering of securities solely to the Act or Company's existing security holders), which registration would permit the inclusion of such Registrable Securities pursuant to Form S-8this Section 2.2 then, the Company shall give written notice of such proposed filing to the Holders and the Minority Holders as soon as practicable, and such notice shall offer such Holders and Minority Holders the opportunity to register such number of shares of Registrable Securities as each such Holder and Minority Holders may request in writing within ten (10) days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder or Minority Holders and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities, including Securities requested to be included in a Piggy-Back Registration to be included on the expenses same terms and conditions as any similar securities of any legal counsel selected by the Holders Company included therein to represent them permit the sale or other disposition of such Registrable Securities in connection accordance with the registration and sale intended method of distribution thereof. Subject to Section 2.3(b), any Holder or Minority Holder shall have the right to withdraw its request for inclusion of its Registrable Securities, but the Holders shall pay Securities in any underwriting commissions related Piggy-Back Registration by giving written notice to the Registrable SecuritiesCompany of its request to withdraw within ten (10) days of its request for inclusion; provided, that the Registration Statement including such shares (a "Piggy-Back Registration Statement") is not yet effective. In the event of such The Company may withdraw a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice Piggy-Back Registration Statement at any time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionit becomes effective.

Piggy Back Registration. In addition If (but without any obligation to do so) the demand right of registration, the Holders of the Purchase Options shall have the right Issuer proposes to register (including for this purpose a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed effected by the Company (Issuer for stockholders other than in connection with a transaction contemplated by Rule 145(athe holders) promulgated any of its stock under the Securities Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the public offering of such securities solely for cash (other than a registration and relating solely to the sale of securities to participants in an Issuer stock plan or a corporate reorganization or other transaction covered by Rule 145 under the Securities Act, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event Issuer shall, at such time, promptly give each holder written notice of such a proposed registration. Upon the written request of each Holder given within twenty-five (25) days after mailing of such notice in accordance with Section 3.3, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue Issuer shall, except as herein provided, cause to be given for each applicable registration statement filed by registered under the Company until such time as Securities Act all of the Registrable Securities have been registered and soldthat each such Holder has requested to be registered. The holders of In the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days that each such Holder has requested to be registered in 66 connection with any offering involving an underwriting of shares of the receipt of Issuer’s capital stock, the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company Issuer shall not be required under Section 2.3 to register include any of the holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Issuer and the Underwriters selected by it (or by other persons entitled to select the underwriters pursuant to Section 2.3), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Issuer. If the total amount of securities, including Registrable Securities in a state in which such registration would cause the Company requested by stockholders to be obligated to qualify to do business generally included in such stateoffering exceeds the amount of securities sold other than by the Issuer that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Issuer shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionother proportions as shall mutually be agreed to by such selling stockholders. The piggyback rights granted to the Holders in this Section 2.5 is hereby expressly subordinated to the piggyback rights granted under Article II of that certain Amended and Restated Registration Rights Agreement, dated December 14, 1999 among the Company, Xxxxxxx US Discovery Fund III, L.P., Xxxxxxx US Discovery Offshore Fund III, L.P., China Development Industrial Bank, Inc., President (BVI) International Investment Holdings, Ltd., Chemical Company Malaysia (Berhad), Euroc II Venture Capital Corp., Euroc III Venture Capital Corp., Multiventure Technologies, Inc. and Tai-I Electric Wire and Cable Co., Ltd. and granted under Article II of that certain Registration Rights Agreement, dated as of March 23, 2000 among the Company, Xxxxxxx US Discovery Fund III, L.P., Xxxxxxx US Discovery Offshore Partners, L.P., China Development Industrial Bank, Inc., President (BVI) International Investment Holdings, Ltd. and Chemical Company of Malaysia Berhad.

Piggy Back Registration. In addition If at any time the Purchaser proposes to file a Registration Statement under the Securities Act with respect to an offering by the Purchaser for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on any form inappropriate for an underwritten public offering or related solely to securities to be issued in a merger, acquisition of the stock or assets of another entity or in a similar transaction, or (y) a Registration Statement pursuant to Clauses 1.1, 1.2(b) or 1.2(c) of this Schedule 6), then the Purchaser shall give written notice of such proposed filing to the demand right Holders as soon as practicable, and such notice shall offer such Holders the opportunity to register such number of registration, Registrable Securities as each such Holder may request in writing within ten business days after receiving such notice (which request shall specify the Holders number of shares intended to be disposed of by such Holder and shall also state the firm intent of the Purchase Options Holder to offer Registrable Securities for sale) (a “Piggy-Back Registration”). The Purchaser shall have use reasonable efforts to cause the right for managing Underwriter or Underwriters of a period of seven years commencing on the Effective Date of the Registration Statement, proposed underwritten offering to include permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as part any similar securities of the Purchaser or any other registration security holder included therein and to permit the sale or registrations other disposition of securities filed by such Registrable Securities in accordance with the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8)intended method of distribution thereof. The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of Purchaser may withdraw a Piggy-Back Registration at any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and soldit becomes effective. The holders of the Registrable Securities may exercise the “piggyPurchaser shall only be required to effect one Piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed Back Registration pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company this Clause 1.2(h) and shall not be required to register effect a Piggy-Back Registration with respect to any securities of a Holder that are eligible for sale pursuant to Rule 144 under the Securities Act. Notwithstanding anything contained herein, if the managing underwriter or underwriters of any underwritten offering described in this Clause 1.2(h) have informed, in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Purchaser, Holders and any other persons holding securities of the same class as the Registrable Securities desiring to participate in a state in which such registration would cause intend to include in such offering is such as to adversely affect the Company success of such offering, then, the Purchaser will include in such registration (A) first, all the shares the Purchaser offered for its own account, if any, (B) then, if additional shares may be included in such registration without 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 adversely affecting the success of such offering, the number of shares offered by the Holders, on a pro rata basis in proportion to the relative number of Registrable Securities of the holders (including the Holders) participating in such registration. If such reduction would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be obligated included would have on such offering, such Registrable Securities will be entirely excluded from such offering. The Holders included in any Piggy-Back Registration shall pay all expenses relating to qualify shares sold by such Holders, including underwriters’ or brokers’ discounts and commissions, and federal and blue sky registration, filing and qualification fees, in each case to do business generally in the extent relating to such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionshares.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years If at any time commencing on the Effective Date date of issuance of the Registration Statement, to include Series D Preferred Shares and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities as part has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any other registration or registrations securities of securities filed by the Company (Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant to Form S-8). The Company shall bear all fees and expenses business or equity securities issuable in connection with registering the Registrable Securitiesemployee benefit plans, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall continue to be given for each applicable registration statement filed by the so request in writing, Company until shall include in such time as Registration Statement all or any part of the Registrable Securities have been registered and sold. The holders that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written noticewith respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities specified in such states as are reasonably requested by the Holderstheir respective requests; provided, however, that the Company shall not be required to register the exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in a state such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration would cause of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Series D Preferred Shares and the Common Shares may waive the obligations of Company under this Section 1(b). Attachment B to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.Exchange Agreement

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years If at any time commencing on the Effective Date date of issuance of the Registration Statement, to include Series D Preferred Shares and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities as part has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any other registration or registrations securities of securities filed by the Company (Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant to Form S-8). The Company shall bear all fees and expenses business or equity securities issuable in connection with registering the Registrable Securitiesemployee benefit plans, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall continue to be given for each applicable registration statement filed by the so request in writing, Company until shall include in such time as Registration Statement all or any part of the Registrable Securities have been registered and sold. The holders that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written noticewith respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities specified in such states as are reasonably requested by the Holderstheir respective requests; provided, however, that the Company shall not be required to register the exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in a state such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration would cause of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Series D Preferred Shares and the Common Shares may waive the obligations of Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunder this Section 1(b).

Piggy Back Registration. In addition If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand right of registration, the Holders any stockholder of the Purchase Options shall have the right for a period Company exercising registration rights other than pursuant to Section 6.3 hereof) any of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company its Common Stock (other than in connection with a transaction contemplated by Rule 145(a) promulgated under registration relating solely to the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of securities to participants in a Company employee benefits plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable SecuritiesShares or a registration in which the only Common Stock being registered is common stock issuable upon conversion of debt securities which are also being registered), but the Holders it shall pay any underwriting commissions related send to the Registrable Securities. In the event each Investor written notice of such a proposed registrationdetermination and, if within fifteen (15) days after receipt of such notice, such Investor shall so request in writing, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its commercially reasonable best efforts to qualify include in such registration statement all or register any part of the Registrable Securities Shares that such Investor requests to be registered. If such registration involves an underwritten public offering and the total amount of securities, including Registrable Shares, requested by stockholders to be included in such states as are reasonably requested by offering exceeds the Holders; providedamount of securities that the managing underwriter determines in its sole discretion is compatible with the success of the offering, however, that then the Company shall not be required to register include in the offering only that number of such securities, including Registrable Securities Shares, which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned in the following order of priority (A) first, to the Company, (B) second, among the Investors, and (C) third, to the extent additional securities may be included therein, pro rata among the other selling stockholders according to the total amount of securities owned by each such stockholder). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a state holder of Registrable Shares and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder", and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in which such registration would cause "selling stockholder," as defined in this sentence. If any Investor disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 6.2 shall be construed to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionlimit any registration required under Section 6.3.

Piggy Back Registration. In addition The Holder of this Warrant shall have ------------------------- the right to the demand right of registration, the Holders include all of the Purchase Options shall have shares of Common Stock underlying this Warrant (the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the "Registrable Securities Securities") as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8). The Company shall bear all fees ) and expenses must be notified in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event writing of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersfiling; provided, however, that the Company holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradeable in the United States pursuant to the provisions of Regulation X. Xxxxxx shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be required to register underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a state limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration would cause whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company in complying with this Section 12(c) shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionholders of the Warrants.

Piggy Back Registration. In addition If the Company proposes to file a ------------------------ registration statement under the demand right Securities Act with respect to an offering by the Company for its own account or for the account of registrationa Stockholder pursuant to Section 9.2 of any class of security (other than a registration statement on Form S-4 or S-8 or any successor forms thereto), then the Holders Company shall give written notice of such proposed filing to each of the Purchase Options holders of Registrable Securities (other than any Stockholders), and such notice shall have describe in detail the right for a period proposed registration and distribution and shall offer such holders (other than any Stockholders) the opportunity to register the number of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8)each such holder may request. The Company shall, and shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, use commercially reasonable efforts (within ten (10) days of the receipt notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to, permit the holders of Registrable Securities who have requested in writing (within ten (10) days of the Company’s giving of the notice of its intention the proposed filing by the Company) to file a participate in the registration statement. The Company shall cause any registration statement filed pursuant for such offering (the "Requesting Holders") to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of include such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states offering on the same terms and conditions as are reasonably requested by the Holders; providedsecurities of the Company included therein. In connection with any offering under this Section 9.3 involving an underwriting, however, that the Company shall not be required to register include any Registrable Securities in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If, in the opinion of the Company Underwriter, the registration of all, or part, of the Registrable Securities in a state in which the Requesting Holders have requested to be included would materially and adversely affect such registration would cause public offering, then the Company shall be required to include in the underwriting only that number of Registrable Securities, if any, which the Company Underwriter believes may be sold without causing such adverse effect, and the amount of securities to be obligated offered in the underwriting shall be allocated first, to qualify to do business generally in such state, or would subject the Company based on the number of shares it desires to taxation sell in the underwritten offering for its own account; and thereafter pro rata among the Stockholders based on the number of shares otherwise proposed to be included therein by the Stockholders. If the number of Registrable Securities to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Requesting Holders of Registrable Securities have requested to be included, then such Requesting Holders shall participate in the underwriting pro rata based upon their total ownership of the Registrable Securities and such other shares of Common Stock as a foreign corporation doing business in are requested to be included by other holders of shares of Common Stock which have registration rights. If any Requesting Holder would thus be entitled to include more shares than such jurisdictionholder requested to be registered, the excess shall be allocated among other Requesting Holders pro rata based upon their total ownership of Registrable Securities and such other shares of Common Stock.

Piggy Back Registration. In addition If at any time Holdings proposes to ----------------------- file a Registration Statement under the demand right Securities Act with respect to an offering by Holdings for its own account or for the account of registrationany of its respective securityholders covering the sale of Common Stock (other than (a) a registration statement on Form S-4 or S-8 or any similar or successor form or in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called "equity kicker"), or (b) a --- registration statement filed in connection with an offer of securities solely to Holdings' existing securityholders) for sale on the same terms and conditions as the securities of Holdings or any other selling securityholder included therein, then Holdings shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 10 Business Days before the Purchase Options 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 intended method of distribution thereof) (a "Piggy-Back Registration"). Holdings shall ----------------------- use its commercially reasonable efforts to cause the managing underwriter or underwriters of such 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 Holdings or any other 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 Holder shall have the right to withdraw its request for a period inclusion of seven years commencing on the Effective Date of the Registration Statement, to include the its Registrable Securities as part in any Registration Statement pursuant to this Section 2.2 by giving written notice to Holdings of its request to withdraw. Holdings may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that Holdings shall give -------- prompt notice thereof to participating Holders. Holdings will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.1, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.1. No failure to effect a registration under this Section 2.1 and to complete the sale of Registrable Securities in connection therewith shall relieve Holdings of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated obligation under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionthis Agreement.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years If. at any time commencing on the Effective Date date of issuance of the Registration Statement, to include Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities as part has been declared effective by the Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any other registration or registrations securities of securities filed by the Company (Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant to Form S-8). The Company shall bear all fees and expenses business or equity securities issuable in connection with registering the Registrable Securitiesemployee benefit plans, including the expenses of any legal counsel selected by Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Shares that such Holder requests to represent them be registered, except that if, in connection with any underwritten public offering for the registration and sale account of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationCompany, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior be obligated to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until Registration Statement only such time as all limited portion of the Registrable Securities have been registered and soldwith respect to which such Holder has requested inclusion. The holders Any exclusion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written noticeshall be made pro rata among all Holders who have requested that Registrable Securities be included, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities specified in such states as are reasonably requested by the Holderstheir respective requests; provided, however, that the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Shares under this Section 1(b) shall be construed to limit any registration required to register under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities in a state in which such registration would cause may waive the obligations of Company under this Section 1(b). Attachment B to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.Exchange Agreement

Piggy Back Registration. In addition to If at any time on or after the demand right ----------------------- date which is 180 days following the closing of registrationthe Company's Initial Public Offering, the Holders Company proposes to 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 respective security holders of any class of security of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include same class as the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable, 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 10 days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities, including Securities requested to be included in a Piggy-Back Registration to be included on the expenses same terms and conditions as any similar securities of any legal counsel selected by the Holders Company included therein to represent them permit the sale or other disposition of such Registrable Securities in connection accordance with the registration and sale intended method of distribution thereof. Subject to Section 2.3(b), any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities, but the Holders shall pay Securities in any underwriting commissions related Piggy-Back Registration by giving written notice to the Registrable SecuritiesCompany of its request to withdraw within 20 days of its request for inclusion, provided that the Registration Statement including such shares (a "Piggy-Back Registration Statement") is not yet effective. In the event of such The Company may withdraw a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice Piggy-Back Registration Statement at any time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionit becomes effective.

Piggy Back Registration. In addition If at any time the Company proposes to 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 respective securityholders of any class of Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an offer or offering of securities solely to the demand right Company's existing securityholders or (iii) a Demand Registration, then the Company shall give written notice of registration, such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the Purchase Options anticipated filing date), and such notice shall have offer such Holders the right for a period opportunity to register such number of seven years commencing on the Effective Date of the Registration Statement, to include Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities as part intended to be disposed of any other registration or registrations by such Holder and the intended method of securities filed by the Company distribution thereof) (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering use its best efforts to cause the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event managing underwriter or underwriters of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior underwritten offering to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of permit the Registrable Securities have been registered requested to be included in a Piggy-Back Registration to be included on the same terms and sold. The holders conditions as any similar securities of the Registrable Securities may exercise Company or any other securityholder included therein and to permit the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all sale or other disposition of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by accordance with the Holders; intended method of distribution thereof, provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw prior to the effectiveness of the Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that the Company shall not be required give prompt notice thereof to register participating Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in a state in which such registration would cause connection therewith shall relieve the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionof any other obligation under this Agreement.

Piggy Back Registration. In addition All fees and expenses incident to the demand right performance of registrationor compliance with Section 3 of this Agreement by the Company shall be borne by the Company whether or not a Registration Statement in respect of a Piggy-Back Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Shares and determination of the eligibility of the Registrable Shares for investment under the laws of such jurisdictions where the holders of Registrable Shares are located)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Eligible Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date majority in aggregate number of the Registrable Shares included in any Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(aiii) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses disbursements of counsel for the Company, (iv) fees and disbursements of all independent certified public accountants referred to in connection with registering the Registrable SecuritiesSection 5(l)(iii) (including, including without limitation, the expenses of any legal counsel selected special audit and "cold comfort" letters required by or incident to such performance), (v) fees and expenses of all other Persons retained by the Holders to represent them Company, (vi) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (vii) the expense of any annual or special audit, (viii) the fees and expenses incurred in connection with the registration listing of the securities to be registered on any securities exchange, (ix) the fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of the Registrable SecuritiesShares which discounts, but the commissions or taxes shall be paid by Eligible Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationRegistrable Shares) and (x) the expenses relating to printing, the Company shall furnish the then Holders of outstanding Registrable Securities word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements and any other documents necessary in order to comply with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionSection 3 hereof.

Piggy Back Registration. In addition to the demand right of registration, the The Holders of the Purchase Options this Registration Rights Agreement shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the all Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than that required to be filed pursuant to the terms herein, and in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees ) and expenses must be notified in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event writing of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersfiling; provided, however, that the Company Holders agree it shall not be required have any piggy-back registration rights pursuant to register this Agreement if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. Holders shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holders or not include Holders as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters and the Holders agree to enter into an underwriting agreement in customary form reasonably acceptable to the Holders. If in the good faith judgment of the underwriter evidenced in writing of such offering only a state limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holders, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed ninety (90) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Agreement prior to the effectiveness of such registration would cause whether or not any Holder elected to include securities in such registration. All registration expenses incurred by the Company in complying with this Agreement shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionHolders.

Piggy Back Registration. In addition If at any time the Company proposes to file a Registration Statement under the demand right Securities Act with respect to an offering by the Company for the account of registrationany of its respective securityholders of any class of its common equity securities (other than a Registration Statement on Form S-8 (or any substitute form that may be adopted by the SEC), 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 20 Business Days before the Purchase Options 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 "Piggy-Back Registration"). In the case of any underwritten offering, the Company shall use its best efforts to cause the managing Underwriter or Underwriters of such 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 any other 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 a period inclusion of seven years commencing on the Effective Date of the Registration Statement, to include the its Registrable Securities as part of in any other registration or registrations of securities filed Registration Statement pursuant to this Section 2.1 by giving written notice to the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under of its request to withdraw prior to the Act time such Registration is declared or pursuant to Form S-8)becomes effective. The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of may withdraw a Piggy-Back Registration at any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights it is declared or becomes effective; provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required give prompt notice thereof to register the participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.1, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.1. No failure to effect a registration under this Section 2.1 and to complete the sale of shares of Common Stock in a state in which such registration would cause connection therewith shall relieve the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionof any other obligation under this Agreement.

Piggy Back Registration. In addition to (a) If at any time after the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the date hereof and as long as Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationremain outstanding, the Company shall furnish file with the then Holders Commission a registration statement of outstanding Registrable the Company under the Securities with not less than fifteen days Act, relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (a “Registration”), the Company shall send to each Holder a written notice prior to the proposed date of filing of such registration statement. Such notice to determination and, if within fifteen (15) days after the Holders giving of such notice, anyHolder shall continue to be given for each applicable so request in writing, the Company shall include in such registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of such Holder, except that if, in connection with any underwritten Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities may exercise as the “piggy-back” rights provided for herein by giving written noticeunderwriter(s) shall permit, within ten days of if any. In the receipt of the Company’s notice of its intention to file event only a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders limited portion of the Registrable Securities are first given shall be included in a registration statement, the opportunity number of Registrable Securities to be registered on such registration statement will be reduced pro rata based on the total number of Registrable Securities requested to be included held by such Holders. If a Registration in connection with which a Holder is entitled to registration under this Section 2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally other shares of Common Stock included in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunderwritten offering.

Piggy Back Registration. In addition to If at any time on or after the demand right date ----------------------- which is 180 days following the closing of registrationthe Company's Initial Public Offering, the Holders Company proposes to 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 respective security holders of any class of security of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include same class as the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable, 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 ten (10) days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities, including Securities requested to be included in a Piggy-Back Registration to be included on the expenses same terms and conditions as any similar securities of any legal counsel selected by the Holders Company included therein to represent them permit the sale or other disposition of such Registrable Securities in connection accordance with the registration and sale intended method of distribution thereof. Subject to Section 2.3(b), any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities, but the Holders shall pay Securities in any underwriting commissions related Piggy-Back Registration by giving written notice to the Registrable SecuritiesCompany of its request to withdraw within 20 days of its request for inclusion, provided that the Registration Statement including such shares (a "Piggy-Back Registration Statement") is not yet effective. In the event of such The Company may withdraw a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice Piggy-Back Registration Statement at any time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionit becomes effective.

Piggy Back Registration. In addition (a) If at any time the Company proposes to 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 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 SEC)), then the Company shall give prompt written notice of such proposed filing to the demand right Holders as soon as practicable (but in no event less than 20 days before the anticipated filing date), and such notice shall offer Holders the opportunity to register such number of registration, Registrable Securities as each Holder may request (which request shall specify the Holders Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). Any Holder desiring to participate in a Piggy-Back Registration must furnish such request to the Company within 10 days after receipt of the Purchase Options Company's written notice of the proposed registration. The Company shall use its best 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 or any other 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. Except as set forth in Section 5.2(c), each Holder shall have the right to withdraw its request for a period inclusion of seven years commencing on the Effective Date of the Registration Statement, to include the its Registrable Securities as part of in any other registration or registrations of securities filed statement pursuant to this Section 5.2 by giving written notice to the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant of its request to Form S-8)withdraw. The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of may withdraw a Piggy-Back Registration at any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related time prior to the Registrable Securitiestime it becomes effective. In the event of such a proposed registrationthe Company's withdrawal, the Company shall furnish the then Holders be responsible for all fees and expenses (including fees and expenses of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed counsel) incurred by the Company until prior to such time as all withdrawal, and the fees and expenses of one special counsel to the Registrable Securities have been registered and soldHolders. The holders of Holders shall have the Registrable Securities may exercise the “piggyright to participate in a Piggy-back” rights provided Back Registration on no more than one occasion (excluding for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date such purpose an offering that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested is withdrawn by the Holders; provided, however, that the Company shall or is otherwise not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictioncompleted).

Piggy Back Registration. In addition Notwithstanding anything to the demand right contrary contained herein, if the managing underwriter(s) of registrationany underwritten offering that is the subject of a Piggy-Back Registration have informed the Company in writing that in their opinion the total number of Registrable Securities that the Company and the Piggy-Back Holders intend to include in such offering exceeds the number that can be sold in such offering without materially and adversely affecting the marketability of the offering, then (i) the number of Registrable Securities to be offered for the account of all other persons that have requested to include Registrable Securities in such registration shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Registrable Securities requested to be included; (ii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Piggy-Back Holders (if any) shall be reduced (to zero, if necessary); and (iii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total number of Registrable Securities requested to be included in such offering to the number of Registrable Securities, if any, that such managing underwriter(s) believe can be included without materially and adversely affecting the success of the offering; provided, however, that, if such Piggy-Back Registration contemplates an "over-allotment option" on the part of underwriters, to the extent such over-allotment option is exercised and Holders of the Purchase Options shall have the right for a period Registrable Securities were excluded from registering any of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other they requested be included in such registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8the cutback provisions of this Section 2.4(b). The Company , then the over-allotment option shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with be fulfilled through the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the such excluded Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.ARTICLE III

Piggy Back Registration. In addition (a) If at any time prior to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date expiration of the Registration Statement, Period Dalexx xxxll determine to include register with the Registrable Securities as part Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any other registration or registrations shares of securities filed by the Company its Common Stock (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant to Form S-8). The Company shall bear all fees and expenses business or equity securities issuable in connection with registering stock option or other employee benefit plans or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice Dalexx xxxll send to the Holders written notice of such determination and, if within ten (10) days after receipt of such notice, any Holder shall continue to be given for each applicable so request in writing (the "Requesting Holders"), Dalexx xxxll include in such registration statement filed by the Company until such time as all or any part of the Registrable Securities have been registered and sold. The holders the Requesting Holders request to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Registrable Securities which may be included in the registration statement because, in such underwriter(s)' judgment, marketing or other factors (including the fact that any other Dalexx xxxreholder has included their shares in the registration statement (such shareholders are referred to as the "Other Shareholders")) dictate such limitation is necessary to facilitate public distribution, then Dalexx shall be obligated to include in such registration statement only such limited portion of the Registrable Securities may exercise with respect to which the “piggy-back” rights provided for herein by giving written noticeRequesting Holders have requested inclusion hereunder; provided, within ten days that no portion of the receipt equity securities which Dalexx xx offering for its own account shall be excluded. Any exclusion of Registrable Securities shall be made pro rata among the Company’s notice of its intention Requesting Holders and the Other Holders seeking to file a registration statement. The Company shall cause any registration statement filed pursuant include Registrable Securities, in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities sought to be included by such Requesting Holders and the Other Holders. If an offering in connection with which Holders are first given the opportunity entitled to registration under this Section 2.1 is an underwritten offering, then each Requesting Holder shall offer and sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states the underwritten offering using the same underwriter or underwriters and on the same terms and conditions as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally other shares of Common Stock included in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.underwritten offering. 4

Piggy Back Registration. In addition to the demand right of registration, the Holders The Holder of the Purchase Options Registerable Securities Warrants shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Registerable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees ) and expenses must be notified in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event writing of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersfiling; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the shares of Common Stock underlying the Warrants may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the holder or not include the holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registerable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registerable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registerable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registerable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall not be required have the right to register terminate or withdraw any registration initiated by it under this Section prior to the Registrable Securities in a state in which effectiveness of such registration. All registration would cause expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionHolder.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of If at any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice time prior to the proposed earlier of (i) the date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as on which all of the Registrable Securities have been registered sold and sold. The holders (ii) the date on which the Registrable Securities may be immediately sold to the public without registration or restriction (including, without limitation, as to volume by each holder thereof) under the 1933 Act, the Company shall determine to file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), the Company shall send to each Investor who is entitled to registration rights under this Section 5.2 written notice of such determination and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities may exercise such Investor requests to be registered, except that if, in connection with any underwritten public offering for the “piggy-back” rights provided for herein by giving written notice, within ten days account of the receipt Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Company’s notice of its intention Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to file a registration statement. The facilitate public distribution, then the Company shall cause any registration statement filed pursuant be obligated to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders include in such Registration Statement only such limited portion of the Registrable Securities are first given with respect to which such Investor has requested inclusion hereunder as the opportunity underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such states as are reasonably requested by the HoldersInvestors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be required made pro rata with holders of other securities having the right to register include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which an Investor is entitled to registration under this Section 5.2 is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in a state in which such registration would cause an underwritten offering using the Company same underwriter or underwriters and, subject to be obligated to qualify to do business generally the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunderwritten offering.”

Piggy Back Registration. In addition If at any time the Company proposes to file a Registration Statement under the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, Securities Act with respect to include the Registrable Securities as part of any other registration or registrations of securities filed an offering by the Company for its own account or for the account of any of its respective securityholders covering the sale of Common Stock (other than (a) a registration statement on Form S-4 or S-8 or any similar or successor form or in connection with a transaction contemplated registration the primary purpose of which is to register debt securities (I.E., in connection with a so-called "equity kicker"), or (b) a registration statement filed in connection with an offer of securities solely to the Company's existing securityholders) for sale on the same terms and conditions as the securities of the Company or any other selling securityholder included therein, 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 10 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 may request (which request shall specify the Registrable Securities intended to be disposed of by Rule 145(asuch Holder and the intended method of distribution thereof) promulgated under the Act or pursuant to Form S-8(a "PIGGY-BACK REGISTRATION"). The Company shall bear all fees and expenses in connection with registering use its commercially reasonable efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Securities, including Securities requested to be included in a Piggy-Back Registration to be included on the expenses same terms and conditions as any similar securities of the Company or any legal counsel selected by other securityholder included therein and to permit the Holders to represent them sale or other disposition of such Registrable Securities in connection accordance with the registration and sale intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities, but the Holders shall pay Securities in any underwriting commissions related Registration Statement pursuant to this Section 2.2 by giving written notice to the Registrable SecuritiesCompany of its request to withdraw. In the event of such The Company may withdraw a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice Piggy-Back Registration at any time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersit becomes effective; provided, however, PROVIDED that the Company shall not be required give prompt notice thereof to register participating Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.1, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.1. No failure to effect a registration under this Section 2.1 and to complete the sale of Registrable Securities in a state in which such registration would cause connection therewith shall relieve the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionof any other obligation under this Agreement.

Piggy Back Registration. In addition If at any time the Issuer proposes to ----------------------- file a Registration Statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any of its respective securityholders of any Securities (other than (i) an Initial Public Equity Offering, unless other securityholders of the Issuer are participating therein; (ii) a registration statement on Form S-4 or S-8 (or any substitute or comparable forms that may be adopted by the SEC); (iii) a registration statement filed in connection with an offer or offering of securities solely to the demand right Issuer's existing securityholders; (iv) a Demand Registration), then the Issuer shall give written notice of registrationsuch proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 15 Business Days before the anticipated filing date or, if confidentiality is necessary, within one business day following the anticipated filing date; provided, in any such -------- case, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written 20 Business Days notice prior to the proposed date pricing of filing the offering), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such registration statement. Such notice to the Holders Holder may request (which request shall continue to be given for each applicable registration statement filed by the Company until such time as all of specify the Registrable Securities have been registered intended to be disposed of by such Holder and soldthe intended method of distribution thereof) (a "Piggy-Back Registration"). The holders Issuer shall use its ----------------------- best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Securities may exercise requested to be included in a Piggy-Back Registration to be included on the “piggy-back” rights provided for herein by giving written notice, within ten days same terms and conditions as any similar securities of the receipt of Issuer or any other securityholder included therein and to permit the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all sale or other disposition of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by accordance with the Holdersintended method of distribution thereof; provided, however, that in no event shall the Company shall not Issuer be required to register reduce the number -------- ------- of securities proposed to be sold by the Issuer or alter the terms of the securities proposed to be sold by the Issuer in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Issuer of its request to withdraw prior to the effectiveness of the Registration Statement. The Issuer may withdraw a state Piggy-Back Registration at any time prior to the time it becomes effective; provided that the Issuer shall give prompt notice thereof to participating -------- Holders. The Issuer will pay all Registration Expenses in which connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration would cause statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company Issuer of its obligation to be obligated effect a registration upon the request of Holders pursuant to qualify Section 2.1, and no failure to do business generally effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in such state, or would subject connection therewith shall relieve the Company to taxation as a foreign corporation doing business in such jurisdictionIssuer of any other obligation under this Agreement.

Piggy Back Registration. In addition to the demand right of registration(i) If at any time, the Holders of Company proposes to file a registration statement under the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, Securities Act with respect to include the Registrable Securities as part of any other registration or registrations of securities filed 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 contemplated by Rule 145(a) promulgated under or an offering of securities solely to the Act existing stockholders or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale employees of the Registrable SecuritiesCompany), but then the Holders Company, on each such occasion, shall pay any underwriting commissions related to the Registrable Securities. In the event give written notice (each, a "Company Piggy-Back Notice") of such a proposed registration, filing to all of the Company shall furnish Rightsholders owning Registerable Securities at least 30 days before the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed anticipated filing date of filing of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Such Each such Rightsholder shall have the right, exercisable for the twenty days immediately following the giving of the Company Piggy-Back Notice, to request, by written notice (each, a "Holder Notice") to the Holders shall continue to be given for each applicable registration statement filed by Company, the Company until such time as inclusion of all or any portion of the Registrable Registerable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a such Rightsholders in such registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register cause the Registrable managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such states underwritten offering on the same terms and conditions as are reasonably requested any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this Section 6(c)(i), if the managing underwriter(s) of such underwritten offering (or, in the 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 Holders; providedPresident 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, howeverthe Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, that then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall not be required eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to register the Registrable Securities in a state in which such registration would cause extent necessary to reduce the Company total amount of securities to be obligated to qualify to do business generally included in such state, offering to the amount recommended by such managing underwriter(s) in its written opinion (or would subject the Company to taxation as a foreign corporation doing business Board of Directors in such jurisdictionits resolution).

Piggy Back Registration. In addition Notwithstanding anything to the demand right contrary contained herein, if the managing underwriter(s) of registrationany underwritten offering that is the subject of a Piggy-Back Registration have informed the Company in writing that in their opinion the total number of Registrable Securities that the Company, the Piggy-Back Holders intend to include in such offering exceeds the number that can be sold in such offering without materially and adversely affecting the marketability of the offering, then (i) the number of Registrable Securities to be offered for the account of all other persons that have requested to include Registrable Securities in such registration shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Registrable Securities requested to be included; (ii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Piggy-Back Holders (if any) shall be reduced (to zero, if necessary); and (iii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total number of Registrable Securities requested to be included in such offering to the number of Registrable Securities, if any, that such managing underwriter(s) believe can be included without materially and adversely affecting the success of the offering; provided, however, that, if such Piggy-Back Registration contemplates an "over-allotment option" on the part of underwriters, to the extent such over-allotment option is exercised and Holders of the Purchase Options shall have the right for a period Registrable Securities were excluded from registering any of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other they requested be included in such registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8the cutback provisions of this Section 2.4(b). The Company , then the over-allotment option shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with be fulfilled through the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the such excluded Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.ARTICLE III

Piggy Back Registration. In addition For so long as any shares of Preferred Stock, Warrants or any Registrable Securities are outstanding but in no event for more then two years following the Filing Date, if at any time when there is not an effective Registration Statement covering the Shares, the Company shall determine to prepare and file with the 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 equity securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) and including any successor forms or their then equivalents relating to equity securities (each, a "Piggyback Registration Statement"), the Company shall send to each Holder of Registrable Securities written notice of such determination (the "Registration Notice") and, if within thirty (30) days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will cause to be included in the Piggy-Back Registration Statement all Registrable Securities which the Company has been so requested to include by the Holder, provided that if at any time after giving the Registration Notice and prior to the demand right of registration, the Holders effective date of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Piggy-Back Registration Statement, the Company shall determine for any reason not to proceed or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon: (i) in the case of a determination not to proceed, shall be relieved of its obligation to include the any Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with such registration (but not from its obligation to pay the Registration Expenses in accordance with Section 3 hereof); and (ii) in the case of a transaction contemplated by Rule 145(a) promulgated under the Act or determination to delay registration, shall be permitted to delay registration of any Registrable Securities requested to be included pursuant to Form S-8)this Section 2(a) for the same period as the delay in registration of the other securities included in the Piggy-Back Registration Statement. The Company shall bear include in the Piggy-Back Registration Statement all fees and expenses in connection with registering the Registrable Securities, including the expenses of or any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event part of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue Holder requests to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersregistered; provided, however, that the Company shall not be required to register include in the Piggy-Back Registration Statement the number of Registrable Securities held by a Holder that are eligible for sale pursuant to Rule 144 under the Securities Act. In the event that the Piggy-Back Registration Statement relates to an underwritten public offering, if the managing underwriter(s) determines that marketing factors require limitation or exclusion of the Registrable Securities and objects to the inclusion of the Registrable Securities in a state in which such registration would cause the Piggy-Back Registration Statement, then if the Company (after consultation with the managing underwriter(s)) determines to include in the Piggy-Back Registration Statement fewer or none of the Registrable Securities of the Holders, then the number of Registrable Securities of the Holders, to the extent permitted to be obligated included in the Piggy-Back Registration Statement, shall be reduced pro-rata among such Holders (based upon the total number of Registrable Securities requested by the Holders to qualify be included in the Piggy-Back Registration Statement); provided, however, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to do business generally be offered by the Holders than the fraction of similar reductions imposed on such other Persons (other than the Company). To the extent that Registrable Securities of a Holder are included in a Piggy-Back Registration Statement that relates to an underwritten public offering, the right of such state, or would subject Holder to have its Registrable Securities included therein shall be conditioned upon such Holder's participation in and agreement with the terms of such underwriting. Each Holder shall (together with the Company and such other Persons including securities in the Piggy-Back Registration Statement) enter into an underwriting agreement in customary form with the underwriter(s) and shall use such Holder's commercially reasonable efforts to taxation prepare and provide all documents and opinions required to be delivered thereunder in respect of their participation as selling securityholders in the subject offering. In connection with the foregoing, the Company and the Holder's shall also comply with the provisions of Section 2(e) below. In the event that the managing underwriter(s) permits inclusion of a foreign corporation doing business in Holder's Registrable Securities, such jurisdictionHolder may be prohibited from selling other Registrable Securities for a period of time following the effective date of the Piggy-Back Registration Statement as required by the underwriter(s), such period not to exceed 90 days from the effective date of the Piggy-Back Registration Statement.

Piggy Back Registration. In addition If at any time the Company proposes to file a registration statement under the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, Securities Act with respect to include the Registrable Securities as part of any other registration or registrations of securities filed an offering by the Company for its own account or for the account of any securityholders of any class of its equity Securities (other than (i) a registration statement on Form S-4 or S-8 (or any applicable substitute, replacement or successor form that may be adopted by the Commission), (ii) a registration statement filed in connection with an exchange offer or offering of Securities solely to the Company’s existing securityholders or (iii) a transaction contemplated registration statement relating to a Demand Registration), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Common Stock as each such Holder may request (which request shall specify the number of shares of Registrable Common Stock intended to be disposed of by Rule 145(asuch Holder and the intended method of distribution thereof) promulgated under the Act or pursuant to Form S-8(a “Piggy-Back Registration”). The Company shall bear use all fees and expenses in connection with registering reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities, including the expenses of any legal counsel selected Common Stock requested by the Holders thereof to represent them be included in connection a Piggy-Back Registration (the “Piggy-Back Holders”) on the same terms and conditions as any similar Securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Common Stock in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Common Stock in any registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related statement pursuant to this Section 3 by giving written notice to the Registrable SecuritiesCompany of its request to withdraw. In Subject to the event provisions of such a proposed registrationSection 2 hereof, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice may withdraw a Piggy-Back Registration at any time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersit becomes effective; provided, however, that the Company shall not be required reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred prior to register the Registrable Securities in such withdrawal. No registration effected under this Section 3, and no failure to effect a state in which such registration would cause under this Section 3, shall relieve the Company of its obligations pursuant to be obligated Section 2 hereof, and no failure to qualify effect a registration under this Section 3 and to do business generally complete the sale of shares of Registrable Common Stock in such state, or would subject connection therewith shall relieve the Company to taxation as a foreign corporation doing business in such jurisdictionof any other obligation under this Agreement (including, without limitation, the Company’s obligations under Sections 6 and 7 hereof).

Piggy Back Registration. In addition If at any time either of the Issuers proposes to file a Registration Statement under the demand right Securities Act with respect to an offering by such Issuer for its own account or for the account of registrationany of its respective securityholders of any class of Common Stock (other than (i) a registration statement on Form X-0, X-0 or F-4 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an offer or offering of securities solely to such Issuer's existing securityholders or (iii) a Demand Registration), then such Issuer 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 Purchase Options anticipated filing date), and such notice shall have offer such Holders the right for a period opportunity to register such number of seven years commencing on the Effective Date of the Registration Statement, to include Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities as part intended to be disposed of any other registration or registrations of securities filed by the Company such Holder (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company Such Issuer shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify cause the managing underwriter or register underwriters of such 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 such states as are reasonably requested by Issuer or any other securityholder included therein and to permit the Holders; sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof, provided, however, that the Company in no event shall not such Issuer be required to register reduce the number of securities proposed to be sold by such Issuer or alter the terms of the securities proposed to be sold by such Issuer in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to such Issuer of its request to withdraw prior to the effectiveness of the Registration Statement. An Issuer may withdraw a state Piggy-Back Registration at any time prior to the time it becomes effective; provided that such Issuer shall give prompt notice thereof to participating Holders. The Company will pay all Registration Expenses in which connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration would cause statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve an Issuer of its obligation to effect a registration upon the Company request of Holders pursuant to be obligated Section 2.1, and no failure to qualify effect a registration under this Section 2.2 and to do business generally complete the sale of Registrable Securities in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionconnection therewith shall relieve an Issuer of any other obligation under this Agreement.

Piggy Back Registration. In addition If at any time after the Company's initial public offering of Common Stock the Company proposes to 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 respective securityholders of any class of its common equity securities (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement filed in connection with an offer or offering of securities solely to the demand right Company's existing securityholders), then the Company shall give written notice of registration, such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the Purchase Options anticipated filing date), and such notice shall have offer such Holders the right for a period opportunity to register such number of seven years commencing on the Effective Date shares of the Registration Statement, to include Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities as part intended to be disposed of any other registration or registrations by such Selling Holder and the intended method of securities filed by the Company distribution thereof) (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify cause the managing underwriter or register underwriters of such 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 or any other securityholder included therein and to permit the sale or other disposition of such states Registrable Securities in accordance with the intended method of distribution thereof except as are reasonably requested otherwise provided in Section 2.3. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the HoldersCompany of its request to withdraw no later than 5 Business Days before such Registration Statement becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided, however, provided that the Company shall not be required give prompt notice thereof to register the participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities in requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a state in which such registration would cause the Company statement effected pursuant to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionthis Section 2.2.

Piggy Back Registration. In addition to (a) If, at any time one year after the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective applicable Closing Date of the Registration Statement, to include the and as long as Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationremain outstanding, the Company shall furnish file with the then Holders Commission a registration statement of outstanding Registrable the Company under the Securities with not less than fifteen days Act, relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (a “Registration”), the Company shall send to each Holder a written notice prior to the proposed date of filing of such registration statement. Such notice to determination and, if within fifteen (15) days after the Holders giving of such notice, any Holder shall continue to be given for each applicable so request in writing, the Company shall include in such registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of such Holder, except that if, in connection with any underwritten Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities may exercise as the “piggy-back” rights provided for herein by giving written noticeunderwriter(s) shall permit, within ten days if any. In the event only a limited portion of the receipt Registrable Securities shall be included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company’s notice , all securities proposed to be sold by the Company, and second, for the account of its intention any Holders or other stockholders of the Company participating in such registration, the number of shares of Common Stock or other Registrable Securities requested to file a registration statementbe included in the Registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective amounts of securities that are requested to be included in such Registration by such Holders and other stockholders. The Company shall cause so advise all Holders and the other holders distributing their securities through such underwriting of any registration statement filed pursuant such limitation, and the number of shares of Registrable Securities held by Holders that may be included in the Registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the above “piggyback” rights Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. If a Registration in connection with which a Holder is entitled to remain effective for at least nine months from registration under this Section 2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the date that the Holders of the Registrable Securities are first given the opportunity to Company, offer and sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally other shares of Common Stock included in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunderwritten offering.

Piggy Back Registration. In addition If the Company at any time proposes to file 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 to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (an "Piggy-back Registration Statement"), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the demand right next sentence, and shall use its best efforts to effect registration under the Securities Act of registrationsuch shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the Holders distribution of the Purchase Options Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right for a period of seven years commencing on the Effective Date of the to terminate or withdraw any Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated Statement initiated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice this Section 3 prior to the proposed date of filing effectiveness of such registration statement. Such notice to Registration Statement whether or not the Holders shall continue have elected to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the include Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionRegistration Statement.

Piggy Back Registration. In addition to If at any time on or after the demand right closing of registrationthe Company’s Qualified IPO, the Holders Company proposes to 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 respective security holders of any security of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include same class as the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), or a registration statement filed in connection with a transaction contemplated by Rule 145(a) promulgated under an exchange offer or offering of securities solely to the Act or Company’s existing security holders), which registration would permit the inclusion of such Registrable Securities pursuant to Form S-8this Section 2.2 then, the Company shall give written notice of such proposed filing to the Holders and Other Registration Rights Holders as soon as practicable, and such notice shall offer such Holders and Other Registration Rights Holders the opportunity to register such number of shares of Registrable Securities as each such Holder or Other Registration Rights Holder may request in writing within ten (10) days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder or Other Registration Rights Holder and the intended method of distribution thereof) (a “Piggy-Back Registration”). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its commercially reasonable best efforts to qualify cause the managing Underwriter or register 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 to permit the sale or other disposition of such states as are reasonably requested Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.3(b), any Holder or Other Registration Rights Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the HoldersCompany of its request to withdraw within ten (10) days of its request for inclusion; provided, however, that the registration statement including such shares (a “Piggy-Back Registration Statement”) is not yet effective. The Company shall not be required may withdraw a Piggy-Back Registration Statement at any time prior to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictiontime it becomes effective.

Piggy Back Registration. In addition If at any time the Company shall determine to register for its own account or the account of others under the Securities Act (including pursuant to a demand right for registration made by any Holder of registrationRegistrable Securities) any of its equity securities, the Holders or warrants to purchase equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to Depositary Units to be issued solely in connection with any acquisition of the Purchase Options any entity or business, it shall have the right for a period send to each Holder of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part reflected on the books and records of any other registration or registrations maintained on behalf of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable SecuritiesCompany, including each Holder who has the expenses of any legal counsel selected by the Holders right to represent them in connection with the acquire, who is entitled to registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event rights under this SECTION 4.1 written notice of such a proposed registrationdetermination and, if within fifteen (15) days after receipt of such notice, such Holder shall so request in writing, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior use its reasonable efforts to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all or any part of the Registrable Securities have been registered and sold. The holders such Holder requests to be registered, except that if, in connection with any underwritten public offering of the Company the managing underwriter shall impose a limitation on the number of Units which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities may exercise with respect to which such Holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the “piggy-back” rights provided for herein by giving written noticeHolders seeking to include Registrable Securities, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity sought to sell all of be included by such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the exclude any Registrable Securities unless the Company has first excluded all outstanding securities which are not entitled by right to inclusion of securities in a state in which such registration would cause statement pursuant to this ARTICLE IV. No incidental right under this SECTION 4.1 shall be construed to limit any registration required under SECTION 4.2. The obligations of the Company to a Holder under this SECTION 4.1 may be obligated waived only by such Holder. Anything herein to qualify the contrary notwithstanding, no other registration rights (demand or piggy-back) with respect to do business generally in such state, any debt or would subject equity securities shall be granted to any Person without the Company to taxation as a foreign corporation doing business in such jurisdictionconsent of the Holders.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by If the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention proposes to file a registration statementstatement under the Securities Act with respect to an offering by the Company for its own account or for the account of a Stockholder pursuant to Section 13.2 of any class of security (other than a registration statement on Form S-4 or S-8 or any successor forms thereto), then the Company shall give written notice of such proposed filing to each of the holders of Registrable Securities (other than any Stockholders), and such notice shall describe in detail the proposed registration and distribution and shall offer such holders (other than any Stockholders) the opportunity to register the number of Registrable Securities as each such holder may request. The Company shall, and shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders use commercially reasonable efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to, permit the holders of Registrable Securities are first given who have requested in writing (within ten (10) days of the opportunity giving of the notice of the proposed filing by the Company) to sell all of participate in the registration for such securities. The Company agrees, at its sole expenses, offering (the "Requesting Holders") to use its reasonable best efforts to qualify or register the include such Registrable Securities in such states offering on the same terms and conditions as are reasonably requested by the Holders; providedsecurities of the Company included therein. In connection with any offering under this Section 13.3 involving an underwriting, however, that the Company shall not be required to register include any Registrable Securities in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If, in the opinion of the Company Underwriter, the registration of all, or part, of the Registrable Securities in a state in which the Requesting Holders have requested to be included would materially and adversely affect such registration would cause public offering, then the Company shall be required to include in the underwriting only that number of Registrable Securities, if any, which the Company Underwriter believes may be sold without causing such adverse effect, and the amount of securities to be obligated offered in the underwriting shall be allocated first, to qualify to do business generally in such state, or would subject the Company based on the number of shares it desires to taxation sell in the underwritten offering for its own account; and thereafter pro rata among the Stockholders based on the number of shares otherwise proposed to be included therein by the Stockholders. If the number of Registrable Securities to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Requesting Holders of Registrable Securities have requested to be included, then such Requesting Holders shall participate in the underwriting pro rata based upon their total ownership of the Registrable Securities and such other shares of Common Stock as a foreign corporation doing business in are requested to be included by other holders of shares of Common Stock which have registration rights. If any Requesting Holder would thus be entitled to include more shares than such jurisdictionholder requested to be registered, the excess shall be allocated among other Requesting Holders pro rata based upon their total ownership of Registrable Securities and such other shares of Common Stock.

Piggy Back Registration. In addition If at any time MBI proposes to the demand right register any of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated its common stock under the Securities Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the public offering of such securities on a form that would also permit the registration and sale of the Registrable SecuritiesShares, but MBI shall, at such time, promptly give the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event written notice of such a proposed registrationdetermination. Upon the written request of any Holder given within 20 business days after receipt of any such notice by the Holder, MBI shall use its best efforts (subject to MBI's right to decide for any reason not to proceed with the Company shall furnish the then Holders public offering and MBI's exercise of outstanding Registrable Securities with not less than fifteen days written notice prior its right of first refusal under Section 7.01) to the proposed date of filing of such registration statement. Such notice to the Holders shall continue cause to be given for each applicable registration statement filed by registered under the Company until such time as Securities Act all of the Registrable Securities have been Shares that each such Holder has requested be registered. If the registration of which MBI gives notice is for a registered public offering involving an underwriting, then MBI shall so advise the Holders as a part of such written notice. In such event, the right of any Holder to registration pursuant to this Section 8.01 shall be conditioned upon such Holder's agreeing to participate in such underwriting and soldthe inclusion of such Holder's Registrable Shares in the underwriting to the extent provided herein. The All Holders proposing to distribute their securities through such underwriting shall (together with MBI and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form, and upon the terms agreed upon between MBI and the underwriter, with the underwriter selected for such underwriting by MBI. Notwithstanding any other provision of this Section 8.01, if the underwriter reasonably determines that inclusion of such shares will jeopardize the success of the offering, then the underwriter may exclude some or all Registrable Securities Shares from such registration and underwriting in accordance with the provisions of this Section 8.01. MBI shall so advise all Holders and the other holders distributing their securities through such underwriting, and the number of Registrable Shares and other securities that may exercise be included in the “piggy-back” rights provided for herein by giving written noticeregistration and underwriting shall be allocated among the Holders and the other holders (excluding MBI), within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion, as nearly as practicable, to the above “piggyback” rights to remain effective respective amounts of securities proposed for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities inclusion in such states as are reasonably requested registration by each such Holder and other holders at the Holderstime of filing the Registration Statement; provided, however, in no event shall the number of Registrable Shares included in the offering be reduced below 25% of the aggregate number of Registrable Shares that all Holders request MBI to include in the Company offering. If any Holder or other holder disapproves of the terms of any such underwriting, then he may elect to withdraw therefrom by written notice to MBI and the underwriter. Any securities excluded or withdrawn from such underwriting shall not be required withdrawn from such registration. Subject to register the Registrable Securities in a state in which such registration would cause foregoing, MBI and the Company underwriter selected by MBI shall make all determinations with respect to be obligated the timing, pricing and other matters relating to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionoffering.

Piggy Back Registration. In addition If PCAC proposes to file a registration statement under the Securities Act with respect to an offering by PCAC for (a) its own account of any class of its securities (other than a registration statement on Form S-4 or S-8 or any successor or other forms not available to register capital stock to sell to the demand right of registrationpublic), the Holders of the Purchase Options shall have the right for a period of seven years commencing or (b) or on the Effective Date account of security holders exercising demand registration rights, PCAC shall give written notice of such proposed filing to Holders at least 30 days before the Registration Statementanticipated filing date, and such notice shall describe in detail the proposed registration and distribution (including those jurisdictions under which registration under the securities or blue sky laws is intended) and offer Holders the opportunity to include the register such number of Registrable Securities as part of any other registration or registrations of securities filed by the Company Holders may request, and shall use its best efforts (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the Company’s notice of its intention "Company Underwriter") to file a permit Holders to participate in the registration statement. The Company shall cause any registration statement filed pursuant and to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of include such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states offering on the same terms and conditions as the securities of PCAC included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to Holders that the total amount or kind of securities which Holders, PCAC and any other persons or entities are reasonably requested intending to register in such offering (the "Total Securities") is sufficiently large so as to have a material adverse effect on the distribution of the Total Securities, the amount or kind of securities to be offered for the account of Holders and such other persons or entities (but not PCAC) shall be reduced pro rata first among the participating shareholders other than the Holders, and second among the Holders, to the extent necessary to reduce the Total Securities to the number recommended by the Holders; provided, however, that the Company Underwriter. Holders shall not be required to register the sell Registrable Securities in a state such registered offering solely in which such registration would cause compliance with the terms and conditions agreed to between the Company to be obligated to qualify to do business generally in such state, or would subject and the Company Underwriter. Holders agree that it shall enter into any holdback or lock up agreements required by the Company Underwriter, not to taxation as a foreign corporation doing business in exceed 180 days following the filing of the applicable registration of statement, with respect to the sale by such jurisdictionHolders of Shares and Option Shares to the extent that the directors, executive officers and 10% or greater shareholders of PCAC are similarly required to enter into such lock up or holdback agreement. There shall be no limitation on the number of registrations which may be obtained with respect to piggyback registration pursuant to this Section 2.2.

Piggy Back Registration. In addition to Unless all of the demand right of registrationCommon Stock underlying the Purchase Warrants (collectively, the Holders of “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Purchase Options Holder shall have the right for a period of seven years right, commencing on the date that this Warrant becomes exercisable until seven (7) years from the Effective Date of the Registration StatementDate, to include the remaining Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) 145 promulgated under the Act or pursuant to Form S-8S-8 or any equivalent form). The Company shall bear all fees and expenses ; provided, however, that if, solely in connection with registering any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock of Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them Securities which may be included in connection with the registration and sale statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities, but Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit; and further provided that no such piggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall pay not exclude any underwriting commissions related Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and soldsold by the Holder. The holders of the Registrable Securities may shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. The Company Except as otherwise provided in this Purchase Warrant, there shall cause any be no limit on the number of times the Holder may request registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunder this Section 4.1.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention If ReoStar proposes to file a registration statement. The Company statement under the Securities Act with respect to an offering by ReoStar for itself or for the account of any other person or entity of any class of the equity securities of ReoStar, then ReoStar shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for give ZaZa at least nine months from the date that the Holders twenty (20) days' notice of the Registrable Securities are first given such sale and offer ZaZa the opportunity to sell all register a portion of such securitiesits shares in ReoStar in connection with this offering (a "Piggy-Back Registration"). The Company agrees, at its sole expenses, to ReoStar shall use its reasonable best efforts to qualify cause the managing underwriter or register underwriters of a proposed offering to include in the Registrable Securities registration the number or amount of shares requested to be included by ZaZa on the same terms and conditions as any similar securities of ReoStar are included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering deliver an opinion to ZaZa that the total amount of securities which ZaZa and any other persons including the company intend to include in such states as are reasonably requested offering is sufficiently large to materially and adversely affect the success of the offering, then the amount of registerable securities to be offered for ZaZa shall be reduced pro rata to the extent necessary, in the opinion of the managing underwriter, to reduce the total amount of securities to be included in the offering to the amount recommended by the Holders; providedmanaging underwriter. The managing underwriter shall have the final determination as to how many of the company's securities and those of other parties including ZaZa will be included in the offering, however, provided only that no party other than the company will be preferred on a more substantial pro rata basis than ZaZa. All expenses of any such registration will be borne by ReoStar except that the Company fees and expenses of legal counsel for ZaZa shall be for the account of ZaZa. ZaZa may not be participate in any underwritten registration hereunder unless ZaZa (a) agrees to sell its shares on the terms of and on the basis provided in any underwriting arrangements approved by ReoStar, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required to register under the Registrable Securities in a state in which such registration would cause terms of the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunderwriting arrangement.

Piggy Back Registration. In addition Subject to the demand right terms and conditions of registrationthis Warrant, NeoGenomics shall notify the Holders holder of Registrable Securities (as defined below) in writing at least ten (10) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of NeoGenomics (including, but not limited to, registration statements relating to secondary offerings of securities of NeoGenomics, but excluding any registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Purchase Options Securities Act ) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such holder. Each holder of Registrable Securities desiring to include in any such registration statement, all of part of the Registrable Securities held by it shall, within ten (10) days after the above-described notice from NeoGenomics, so notify NeoGenomics in writing. Such notice shall state the intended method of disposition of the Registrable Securities held by such holder. In the event NeoGenomics determines, in its sole discretion, that market factors require a limitation of the number of securities to be included in such registration statement (including the Registrable Securities), then NeoGenomics shall so advise the Warrant Holder and the number of shares that may be included in such registration statement shall be allocated among holders of warrants on a pro rata basis (including the Registrable Securities). If a holder decides not to include all of its Registrable Securities in the registration statement thereafter filed by NeoGenomics or any Registrable Securities were excluded by NeoGenomics pursuant to the immediately preceding sentence, such holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by NeoGenomics with respect to offerings of its securities, all upon the terms and conditions set forth herein. “Registrable Securities” means the Shares of Common Stock issuable to the Warrant Holder pursuant to the terms of this Warrant.” On March 16, 2009, the Company and the Xxxxxxx X. XxxXxxx Living Trust entered into a Subscription Agreement (the “XxxXxxx Subscription Agreement”) pursuant to which the Xxxxxxx X. XxxXxxx Living Trust purchased 625,000 shares of the Company’s Common Stock at a purchase price of $0.80 per share (the “XxxXxxx Subscription Shares”). The XxxXxxx Subscription Agreement provides for certain piggyback registration rights with respect to the XxxXxxx Subscription Shares. On January 21, 2006, the Company entered into a subscription agreement (the “Subscription”) with SKL Limited Family Partnership, LP (“SKL”), whereby SKL purchased 2,000,000 shares (the “SKL Subscription Shares”) of Common Stock at a purchase price of $0.20 per share for $400,000. Under the terms of the Subscription, the SKL Subscription Shares are restricted for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other 24 months and then carry piggyback registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related rights to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with extent that exemptions under Rule 144 are not less than fifteen days written notice prior available to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionSKL.

Piggy Back Registration. In addition If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand right of registration, the Holders any stockholder of the Purchase Options shall have the right for a period Company exercising registration rights) any of seven years commencing on the Effective Date of the Registration Statement, its Common Stock (except shares to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or business, shares issuable solely upon exercise of stock options, or shares issuable solely pursuant to Form S-8employee benefit plans). The , it shall send to each holder of Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall bear use its best efforts to include in such registration statement all fees and expenses or any part of the Registrable Shares that such holder requests to be registered, except that if, in connection with registering the Registrable Securities, including the expenses any offering involving an underwriting of any legal counsel selected Common Stock to be issued by the Holders Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock included in any such registration statement because, in its judgment, such limitation is necessary to represent them effect an orderly public distribution, and such limitation is imposed among all holders of Common Stock exercising their contractual incidental ("piggy back") right to include such Common Stock in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related statement as provided below on a PRO RATA basis (according to the Registrable Securitiesnumber of shares of Common Stock held by such holders that are entitled to such "piggy back" registration rights). In the event of any such a proposed registrationlimitation, the Company may include in such registration statement only (i) shares of Common Stock to be sold for the Company's account; (ii) Registrable Shares; and (iii) shares of Common Stock the holders of which are entitled to registration pursuant to an agreement with the Company approved by the Board of Directors; provided, that, in the case of clauses (ii) and (iii) of the preceding sentence, such inclusion shall furnish be on the then Holders PRO RATA basis hereinabove described. Notwithstanding the foregoing, no such reduction shall be made with respect to securities being offered by the Company for its own account. If any holder of outstanding Registrable Securities with not less than fifteen days written notice prior to Shares disapproves of the proposed date of filing terms of such registration statement. Such underwriting, he may elect to withdraw therefrom by written notice to the Holders shall continue to be given for each applicable registration statement filed by Company and the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionmanaging underwriter.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years If at any time commencing on the Effective Date date of issuance of the Registration Statement, to include Notes (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities as part has been declared effective by the Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any other registration or registrations securities of securities filed by the Company (Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant to Form S-8). The Company shall bear all fees and expenses business or equity securities issuable in connection with registering the Registrable Securitiesemployee benefit plans, including the expenses of any legal counsel selected by Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Shares that such Holder requests to represent them be registered, except that if, in connection with any underwritten public offering for the registration and sale account of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationCompany, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior be obligated to the proposed date of filing of include in such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until Registration Statement only such time as all limited portion of the Registrable Securities have been registered and soldwith respect to which such Holder has requested inclusion. The holders Any exclusion of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written noticeshall be made pro rata among all Holders who have requested that Registrable Securities be included, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant in proportion to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders number of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities specified in such states as are reasonably requested by the Holderstheir respective requests; provided, however, that the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Shares under this Section 1(b) shall be construed to limit any registration required to register under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities in a state in which such registration would cause may waive the obligations of Company under this Section 1(b). Attachment C to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.Securities Purchase Agreement

Piggy Back Registration. In addition to the demand right of registration, the The Holders of the Purchase Options this Registration Rights Agreement shall have the right for a period of seven years commencing on the Effective Date to include all of the Registration Statement, to include shares of Common Stock underlying this Warrant (the "Registrable Securities Securities") as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees ) and expenses must be notified in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event writing of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersfiling; provided, however, that the Company holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Agreement if the shares of Common Stock underlying this Warrant may be required sold in the United States pursuant to register the provisions of Rule 144. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a state limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Agreement prior to the effectiveness of such registration would cause whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company in complying with this Agreement shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionholders of the Warrants.

Piggy Back Registration. In addition If at any time the Issuer proposes to file a Registration Statement under the demand right of registration, Securities Act with respect to an offering by the Holders of Issuer for its own account or for the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part account of any other registration or registrations of its respective securityholders of any securities filed by the Company (other than (i) an Initial Public Equity Offering, unless other securityholders of the Issuer are participating therein; (ii) a registration statement on Form S-4 or S-8 (or any substitute forms that may be adopted by the SEC); (iii) a registration statement filed in connection with a transaction contemplated by Rule 145(a) promulgated under the Act an offer or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses offering of any legal counsel selected securities by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related Issuer for its own account solely to the Registrable Securities. In the event of such Issuer's existing securityholders; (iv) a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file Demand Registration; or (v) a registration statement. The Company shall cause any shelf registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from Exchange and Registration Rights Agreement dated the date that hereof among the Issuer and the other parties thereto), then the Issuer shall give written notice 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 may request (which request shall specify the Registrable Securities are first given intended to be disposed of by such Holder and the opportunity to sell all intended method of such securitiesdistribution thereof) (a "PIGGY-BACK REGISTRATION"). The Company agrees, at its sole expenses, to Issuer shall use its reasonable best efforts to qualify cause the managing underwriter or register underwriters of such 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 Issuer or any other securityholder included therein and to permit the sale or other disposition of such states as are reasonably requested by Registrable Securities in accordance with the Holdersintended method of distribution thereof; providedPROVIDED, howeverHOWEVER, that in no event shall the Company shall not Issuer be required to register reduce the number of securities proposed to be sold by the Issuer or alter the terms of the securities proposed to be sold by the Issuer in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Issuer of its request to withdraw no later than three (3) Business Days prior to the effectiveness of the Registration Statement. The Issuer may withdraw a state Piggy-Back Registration at any time prior to the time it becomes effective; PROVIDED that the Issuer shall give prompt notice thereof to participating Holders. The Issuer will pay all Registration Expenses in which connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration would cause statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company Issuer of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Issuer of any other obligation under this Agreement. In no event shall a Piggyback Registration be obligated deemed to qualify to do business generally in such state, or would subject the Company to taxation as constitute a foreign corporation doing business in such jurisdictionDemand Registration.

Piggy Back Registration. In addition to the demand right of registration(a) If, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statementat any time after January 1, to include the 2013 and as long as Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registrationremain outstanding, the Company shall furnish file with the then Holders Commission a registration statement of outstanding Registrable the Company under the Securities with not less than fifteen days Act, relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (a “Registration”), the Company shall send to each Holder a written notice prior to the proposed date of filing of such registration statement. Such notice to determination and, if within fifteen (15) days after the Holders giving of such notice, any Holder shall continue to be given for each applicable so request in writing, the Company shall include in such registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of such Holder, except that if, in connection with any underwritten Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities may exercise as the “piggy-back” rights provided for herein by giving written noticeunderwriter(s) shall permit, within ten days if any. In the event only a limited portion of the receipt Registrable Securities shall be included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company’s notice , all securities proposed to be sold by the Company, and second, for the account of its intention any Holders or other stockholders of the Company participating in such registration, the number of shares of Common Stock or other Registrable Securities requested to file a registration statementbe included in the Registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective amounts of securities that are requested to be included in such Registration by such Holders and other stockholders. The Company shall cause so advise all Holders and the other holders distributing their securities through such underwriting of any registration statement filed pursuant such limitation, and the number of shares of Registrable Securities held by Holders that may be included in the Registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the above “piggyback” rights Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. If a Registration in connection with which a Holder is entitled to remain effective for at least nine months from registration under this Section 2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the date that the Holders of the Registrable Securities are first given the opportunity to Company, offer and sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally other shares of Common Stock included in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunderwritten offering.

Piggy Back Registration. In addition If at any time the Company proposes to file a Registration Statement under the demand right Securities Act with respect to an offering by the Company for the account of registrationany of the respective Holders of any class of its securities (other than a Registration Statement on Form S-8 (or any substitute form that may be adopted by the SEC), 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 20 Business Days before the Purchase Options anticipated filing date), and such notice shall offer such holders the opportunity to register such amount 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 intended method of distribution thereof) (a "Piggy-Back Registration"). In the case of any underwritten offering, the Company shall use its best efforts to cause the managing underwriter or underwriters of such 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 any other 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 a period inclusion of seven years commencing on the Effective Date of the Registration Statement, to include the its Registrable Securities as part of in any other registration or registrations of securities filed statement pursuant to this Section by giving written notice to the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under of its request to withdraw prior to the Act time such Registration Statement is declared or pursuant to Form S-8)becomes effective. The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of may withdraw a Piggy-Back Registration at any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights it is declared or becomes effective; provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required give prompt notice thereof to register the participating holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section, and each participating holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such participating holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section. No failure to effect a registration under this Section and to complete the sale of Notes in a state in which such registration would cause connection therewith shall relieve the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionof any other obligation under this Agreement.

Piggy Back Registration. In addition Subject to the demand right terms and conditions of registrationthis Warrant, NeoGenomics shall notify the Holders holder of Registrable Securities (as defined below) in writing at least ten (10) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of NeoGenomics (including, but not limited to, registration statements relating to secondary offerings of securities of NeoGenomics, but excluding any registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, Securities Act ) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such holder. Each holder of Registrable Securities desiring to include in any such registration statement, all of part of the Registrable Securities as part held by it shall, within ten (10) days after the above-described notice from NeoGenomics, so notify NeoGenomics in writing. Such notice shall state the intended method of any other registration or registrations of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale disposition of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable SecuritiesSecurities held by such holder. In the event NeoGenomics determines, in its sole discretion, that market factors require a limitation of the number of securities to be included in such registration statement (including the Registrable Securities), then NeoGenomics shall so advise the Warrant Holder and the number of shares that may e included in such registration statement shall be allocated among holders of warrants on a proposed registration, pro rata basis (including the Company shall furnish the then Holders Registrable Securities). If a holder decides not to include all of outstanding its Registrable Securities with not less than fifteen days written notice prior in the registration statement thereafter filed by NeoGenomics or any Registrable Securities were excluded by NeoGenomics pursuant to the proposed date immediately preceding sentence, such holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by NeoGenomics with respect to offerings of filing its securities, all upon the terms and conditions set forth herein. “Registrable Securities” means the Shares of such registration statement. Such notice Common Stock issuable to the Holders shall continue Warrant Holder pursuant to be given for each applicable the terms of this Warrant. Schedule 3(e) - No Conflicts None Schedule 3(f) - 1934 Act Filings The Company’s Current Report on Form 8-K was filed on June 7, 2007 with the Securities and Exchange Commission (the “SEC”), which was after the date it was due. Correspondence from the SEC related to a previous registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice Form 10-KSB/A for the fiscal year ended December 31, 2006 copies of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant which have been provided to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders Buyer. Schedule 3(g) - Absence of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.Certain Changes None

Piggy Back Registration. In addition to If at any time after the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations of securities filed by Initial Public Offering the Company shall determine to register under the Securities Act any of its common stock (other than a registration relating solely to the sale of securities to participants in connection with a transaction contemplated by Rule 145(a) promulgated under Company employee benefits plan, a registration on any faint which does not include substantially the Act or pursuant same information as would be required to Form S-8). The Company shall bear all fees and expenses be included in connection with registering a registration statement covering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable SecuritiesShares or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities which are also being registered), but the Holders it shall pay any underwriting commissions related send to the Registrable Securities. In the event each Holder written notice of such a proposed registrationdetermination and, if within twenty (20) days after receipt of such notice, such Holder shall so request in writing, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior use its best efforts to the proposed date of filing of include in such registration statement. Such notice to statement all or any part of the Holders shall continue Registrable Shares that such Holder requests to be given for each applicable registration statement filed registered. If the shares being sold by the Company until under such time as all of registration are to be underwritten, the Registrable Securities have been registered and soldShares shall be included in such underwriting. The holders Notwithstanding the foregoing, if, in connection with any Secondary Offering involving an underwriting of common stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of common stock included in any such registration statement because, in such underwriter's judgment, such limitation is necessary based on market conditions, the Company may exclude, to the extent so advised by the managing underwriter, the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months Shares from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holdersunderwriting; provided, however, that if the underwriters do not entirely exclude the Registrable Shares from the underwriting, the Company shall not be obligated to include in such registration statement, with respect to the requesting Holder, an amount of Registrable Shares equal to the product of (i) the number of Registrable Shares that remain available for registration after the underwriter's cut back and (ii) such Holder's Ownership Percentage. No such reduction shall be made with respect to securities being offered by the Company for its own account if the offering is pursuant to a demand of any stockholder of the Company exercising registration rights. If any Holder disapproves of the terms of any underwriting referred to in this section, he may elect to withdraw therefrom by written notice to the Company and the underwriter at least three (3) days prior to the effectiveness of the registration statement filed in connection with such proposed Secondary Offering. At any time prior to the effectiveness of such registration statement, the Company may withdraw the entire registration, including the registration of any Registrable Shares, if the Company's Board of Directors determines that it is in the Company's best interest to do so and promptly provides notice of such withdrawal to the Holders. The Company may require each Holder selling Registrable Shares to furnish Company such information and documents regarding the Holder and the distribution of such securities as may be required to register be disclosed in the Registrable Registration Statement by the rules and regulations under the Securities in a state in which such registration would cause Act or under any other applicable securities or blue sky laws of the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionapplicable jurisdictions.

Piggy Back Registration. In addition If at any time the Company proposes to 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 respective security holders other than (x) a Registration Statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by the Commission) 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 stock or assets of another entity or in a similar transaction or (y) a Registration Statement pursuant to a Compulsory Registration in accordance with Section 2.1(b) below, then the Company shall give written notice of such proposed filing to the demand right 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 registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part each such Holder may request (which request shall specify the number of any other registration or registrations shares and the type of securities filed Registrable Securities intended to be disposed of by such Holder and shall also state the Company firm intent of the Holder to offer Registrable Securities for sale) (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8"Piggy-Back Registration"). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify cause the managing Underwriter or register Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in such states a Piggy-Back Registration on the same terms and conditions as are reasonably requested by the Holders; provided, however, that any similar securities of the Company or any other 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 Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective and such withdrawn Piggy-Back Registration shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictioncounted for purposes of Section 2.1(a) of this Agreement.

Piggy Back Registration. In addition to (a) If at any time during the demand right of registrationfirst year following the Conversion Date, the Holders Company proposes to register any of its securities under the Securities Act and the registration form to be used may be used for registration of the Purchase Options Registrable Securities, then the Company shall have give prompt written notice of such proposed filing to Sellers as soon as practicable (but in no event less than thirty (30) days before the right for a period anticipated filing date), and such notice shall offer Sellers the opportunity to register no more than thirty-percent (30%) of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part Sellers may request (which request shall specify the Registrable Securities intended to be disposed of by Sellers and the intended method of distribution thereof) (a "Piggy-Back Registration"). If at any other registration or registrations time following the one-year anniversary of securities filed by the Conversion Date, the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated proposes to register any of its securities under the Securities Act or pursuant and the registration form to Form S-8be used may be used for registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Sellers as soon as practicable (but in no event less than thirty (30) days before the anticipated filing date), and such notice shall offer Sellers the opportunity to register up to 100% of the Registrable Securities as Sellers may request (which request shall specify the Registrable Securities intended to be disposed of by Sellers and the intended method of distribution thereof). The Company shall bear use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit such 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 Registrable Securities in accordance with the intended method of distribution thereof. Sellers shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of their request to withdraw, provided that, except as otherwise set forth in Section 2.3(c), in the event of such withdrawal, Sellers shall be responsible for all fees and expenses in connection with registering the Registrable Securities, (including the fees and expenses of counsel) incurred by Sellers prior to such withdrawal. The Company may withdraw a Piggy-Back Registration at any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice time prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionit becomes effective.

Piggy Back Registration. In addition to (a) If at any time after the demand right of registrationdate hereof and as long as Registrable Conversion Shares remain outstanding, the Holders Company shall file with the Commission a registration statement of the Purchase Options Company under the Securities Act, relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (a “Registration”), the Company shall have send to each Holder a written notice of such determination and, if within fifteen (15) days after the right for a period giving of seven years commencing on such notice, each Holder shall so request in writing, the Effective Date Company shall include in such registration statement all of the Registration StatementRegistrable Conversion Shares of such Holder, to include the Registrable Securities as part of any other registration or registrations of securities filed by the Company (other than except that if, in connection with any underwritten Registration for the account of the Company, the managing underwriter(s) thereof shall impose a transaction contemplated by Rule 145(a) promulgated under limitation on the Act number of shares of Common Stock which may be included in a registration statement because, in such underwriter(s)’ judgment, marketing or pursuant other factors dictate such limitation is necessary to Form S-8). The facilitate public distribution, then the Company shall bear all fees and expenses be obligated to include in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the such registration and sale statement only such limited portion of the Registrable SecuritiesConversion Shares as the underwriter(s) shall permit, but the Holders shall pay any underwriting commissions related to the Registrable Securitiesif any. In the event of such only a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all limited portion of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file Conversion Shares shall be included in a registration statement. The Company shall cause any , the number of Registrable Conversion Shares to be registered on such registration statement filed pursuant will be reduced pro rata based on the total number of Registrable Conversion Shares requested to be included held by such Holders. If a Registration in connection with which a Holder is entitled to registration under this Section 3(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Conversion Shares in an underwritten offering using the same underwriter(s) and, subject to the above “piggyback” rights to remain effective for at least nine months from provisions of this Agreement, on the date that the Holders same terms and conditions as other shares of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities Common Stock included in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdictionunderwritten offering.