Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) shares of the Exchange Act) Common Stock by the Company, whether or not Company for its own account, and account (other than an Initial Public Offering) or for the account of any holder of Common Stock or Common Stock Equivalents (including any Holder) (other than a registration statement on Form S-4 or S-8 or any substitute form to be used that may be used for adopted by the SEC or any registration statement filed in connection with an exchange offer or offering of securities solely to the Registrable SecuritiesCompany's existing security holders), then the Company shall give prompt written notice of such proposed filing to the Holders of the Registrable Securities. Upon Securities as soon as practicable (but in no event less than 15 days before the written request anticipated filing date of any such registration statement), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder made within 20 days after the receipt of any such notice, subject may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") Registration all Registrable Securities requested to be included in the registration for such offeringoffering by written notice to the Company within 15 days of delivery of the Company's notice referred to above. Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (b) The Company shall use its best commercially reasonable efforts to cause the Managing managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such any Holder's Piggyback Securities in such offering if unless such Holder accepts the Managing terms of the underwriting agreement between the Company and the managing Underwriter or Underwriters and otherwise complies with the provisions of Section 8 below. If the managing Underwriter or Underwriters of a proposed underwritten offering advises advise the Company and the holders of Piggyback Securities in writing that in its their opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such PersonSecurities, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, is sufficiently large to the extent of the number which the Company is so advised can be sold in such offering without causing cause a Material Adverse Effect, first then in such event the securities being sold by to be included in such offering shall be allocated first to the Requesting Holders if such registration statement is pursuant to a Demand Request or, if not, then the Company, and next then, to the extent that any other additional securities can, in the opinion of such managing Underwriter or Underwriters, be sold without any such Material Adverse Effect, pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such PersonHolder. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to If at any time after the provisions closing of this Agreementthe Company’s Qualified IPO, if the Company proposes to file a registration statement Registration Statement under the Securities Act Act, with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and account or for the registration account of any of its respective security holders of any security of the same class as the Registrable Securities (other than a Registration Statement on Form S-4 or S-8 (or any substitute form to be used that may be used for adopted by the SEC), or a Registration Statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), which registration would permit the inclusion of the such Registrable SecuritiesSecurities pursuant to this Section 2.3, then the Company shall give prompt 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. Upon Securities intended to be disposed of by such Stockholder or Other Registration Rights Holder and the written request intended method of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback “Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ”). The Company shall use its best efforts to cause the Managing managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, of the Company shall not be required included therein to include permit the sale or other disposition of such Holder's Piggyback Registrable Securities in such offering if accordance with the Managing Underwriter intended method of a proposed underwritten offering advises 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 in any Piggy-Back Registration by giving written notice to the Company and of its request to withdraw within 10 days of its request for inclusion; provided, that the holders of Piggyback Securities in writing that Registration Statement including such shares (a “Piggy-Back Registration Statement”) is not yet effective. The Company may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personsole discretion. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (ai) Subject Notwithstanding anything to the provisions of this Agreementcontrary contained herein, if the Company proposes to file a registration statement under the Securities Act with respect to an offering managing underwriter(s) of any equity securities (as such term underwritten offering that is defined in Section 3(a) the subject of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then a Piggy-Back Registration have informed the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its their opinion the total amount number of securitiesShares that the Company, including Piggyback Securities the Piggy-Back Holders and the securities of any other Person who has requested the inclusion thereof persons desiring to participate in the such registration statement for such offering pursuant intend to any contractual "piggyback" rights of such Person, to be included include in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If materially and adversely affecting the Managing Underwriter so advises marketability of the offering, then (x) the number of Shares to be offered for the account of all other persons (other than the Company, the Company will Piggy-Back Holders, the Additional Piggy-Back Holder and any securityholder(s) for whom such registration constitutes an exercise of their demand registration rights) that have requested to include Shares in such registrationregistration shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be included, (y) thereafter, if necessary, the number of Shares to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary), and (z) thereafter, if necessary, the number of Shares to be offered for the account of Piggy-Back Holders and Additional Piggy-Back Holder shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be included, to the extent of necessary to reduce the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the total number of shares of Fully-Diluted Common Stock Shares requested to be included in such offering to the number of Shares, if any, that such managing underwriter(s) believe can be included without materially and adversely affecting the success of the offering; provided that, if such registration by each contemplates an "over-allotment option" on the part of underwriters, to the extent such Personover-allotment option is exercised and Holders of the Registrable Securities were excluded from registering any of the Registrable Securities they requested be included in such registration pursuant to the cutback provisions of this Section 2.4(b), then the over-allotment option shall be fulfilled through the registration and sale of such excluded Registrable Securities. (cii) No registration effected under this Section 3 shall relieve If the managing underwriter(s) of any underwritten offering that is the subject of a Piggy-Back Registration notify the Company that the kind of securities that the Piggy-Back Holders intend to include is such as to materially and adversely affect the success of such offering, then (x) the Company shall afford the Piggy-Back Holders the opportunity to exercise, convert or exchange such securities for or into Common Stock concurrently with the consummation of such offering and include such shares of Common Stock in such offering, in which case such shares of Common Stock shall be included subject to clause (i) above, and (y) if one or more Piggy-Back Holders do not so exercise, convert or exchange such securities, such securities to be included in such offering by such Piggy-Back Holders shall be reduced as described in clause (i) above or if such reduction would, in the judgment of the managing underwriter(s), be insufficient to substantially eliminate the adverse effect that inclusion of such securities requested to be included would have on such offering, such securities will be excluded from its obligation to effect registrations under Section 2such offering.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes shall determine to file a registration statement register for its own account or the account of others under the Securities Act (including pursuant to a demand for registration made by any stockholder of the 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 respect to an offering any acquisition of any equity securities (entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to each holder of Registrable Securities as such term is defined in Section 3(a) reflected on the books and records of or maintained on behalf of the Exchange Act) by Company (each a "holder"), including each holder who has the Companyright to acquire, whether or not for its own account, and the who is entitled to registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt rights under this SECTION 4.1 written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made determination and, if within 20 fifteen (15) days after the receipt of any such notice, subject to Section 3(b) hereofsuch holder shall so request in writing, the Company shall use its reasonable efforts to include in each such registration (a "Piggyback Registration") statement all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter or any part of a proposed underwritten offering to permit the Registrable Securities requested by such holder requests to be registered, except that if, in connection with any underwritten public offering of the Holder thereof to 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 for because, in its judgment, such offering under Section 3(a) or pursuant limitation is necessary to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities")effect an orderly public distribution, to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, then the Company shall not be required obligated to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent registration statement only such limited portion of the number Registrable Securities with respect to which the Company is so advised can such holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities made pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of seeking to include Registrable Securities, in proportion to the number of shares of Fully-Diluted Common Stock requested Registrable Securities sought to be included by such holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities which are not entitled by right to inclusion of securities in such registration by each such Person. (c) statement pursuant to this ARTICLE IV. No registration effected incidental right under this Section 3 SECTION 4.1 shall relieve be construed to limit any registration required under SECTION 4.2. The obligations of the Company from its obligation to effect registrations a holder under Section 2this SECTION 4.1 may be waived only by such Holder. Anything herein to the contrary notwithstanding, no other registration rights (demand or piggy-back) with respect to any debt or equity securities shall be granted to any Person without the consent of the Holders.

Piggy Back Registration. The Holder of this Warrant shall have ------------------------- the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") Subject as part of any registration 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) and must be notified in writing of such filing; provided, however, that the 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 this Agreement, if Regulation X. Xxxxxx shall have five (5) business days to notify the Company proposes in writing as to file a registration statement under whether the Securities Act with respect Company is to an offering of any equity securities (include Holder or not include Holder as such term is defined in Section 3(a) part of the Exchange Act) by the Companyregistration; provided, whether however, that if any registration pursuant to this Section shall be underwritten, in whole or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereofin part, the Company shall include in each such registration (a "Piggyback Registration") all may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included underwriting on the same terms and conditions as any similar the securities included thereinotherwise being sold through the underwriters. Notwithstanding If in the foregoing, good faith judgment of the Company shall not be required to include such Holder's Piggyback Securities underwriter evidenced in writing of such offering if the Managing Underwriter only a limited number of a proposed underwritten offering advises the Company and the holders of Piggyback Registrable Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to should be included in such offering exceeds the number which can offering, or no such shares should be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companyincluded, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the CompanyHolder, and next any all other securities pro rata among selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of proportion that the number of shares of Fully-Diluted Common Stock requested selling stockholders permitted to be included 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 each such Person. (c) No registration effected it under this Section 3 shall relieve 12(c) prior to the effectiveness of such registration whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company from its obligation 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 effect registrations under Section 2the holders of the Warrants.

Piggy Back Registration. If Borrower proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in Borrower's stock or stock option plans or employee benefit plans or (ii) a registration relating solely to a transaction for which Form S-4 may be used, then: (a) Subject to the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company Borrower shall give prompt written notice of such proposed filing determination to each Holder of Registrable Securities, and each such Holder shall have the right to request, by written notice given to Borrower within fifteen (15) days of the date that such written notice was mailed by Borrower to such Holder, that a specific number of Registrable Securities held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any) and the states in which such Registrable Securities are to be sold; (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, lock-up agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities. Upon Securities in such offering would materially adversely affect the written request ability of any the underwriters for such Holder made within 20 days after offering to sell all of the receipt of any securities requested to be included for sale in such notice, subject to Section 3(b) hereofoffering at the best price obtainable therefor, the Company aggregate number of Registrable Securities that may be sold by the Holders shall include be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to be sold in each such registration underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by Borrower for its own account and for the account of other stockholders (a "Piggyback Registration") all other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; PROVIDED, HOWEVER, that in the registration for such offering. (b) The Company shall use its best efforts to cause event that the Managing Underwriter number of a securities proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities sold in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can of securities that may be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, pursuant to the extent terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities for its own account, there shall be included in the offering, first, up to the maximum number which the Company is so advised can of securities to be sold in by Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower's stockholders (both the Holders of Registrable Securities requested and such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders stockholders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock Borrower requested to be included in such registration by each such Person.therein) on a pro rata basis; (ce) No Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration effected under this Section 3 rights of the Holders with respect to any specific underwritten offering shall relieve be subject to a ninety (90)-day delay at the Company from its obligation request of the managing underwriter; (g) All piggyback registration rights of the Holders shall terminate when all of the Registrable Securities Then Outstanding may be sold pursuant to effect registrations under Section 2Rule 144(k).

Piggy Back Registration. (a) Subject to If at any time on or after the provisions closing of this Agreementthe Company’s Qualified IPO, if the Company proposes to file a registration statement under the Securities Act Act, with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and account or for the account of any of its respective security holders of any security of the same class as the Registrable Securities (other than a registration statement on Form S-4 or S-8 (or any substitute form to be used that may be used for adopted by the SEC), or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), which registration would permit the inclusion of such Registrable SecuritiesSecurities pursuant to this Section 2.2 then, then the Company shall give prompt 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. Upon the written request Securities intended to be disposed of any by such Holder made within 20 days after or Other Registration Rights Holder and the receipt intended method of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback “Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ”). The Company shall use its commercially reasonable best efforts to cause the Managing managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, of the Company shall not be required included therein to include permit the sale or other disposition of such Holder's Piggyback Registrable Securities in such offering if accordance with the Managing Underwriter intended method of a proposed underwritten offering advises 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 Company and of its request to withdraw within ten (10) days of its request for inclusion; provided, that the holders of Piggyback Securities in writing that in its opinion the total amount of securities, Registration Statement including Piggyback Securities and the securities of such shares (a “Piggy-Back Registration Statement”) is not yet effective. The Company may withdraw a Piggy-Back Registration Statement at any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, time prior to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Persontime it becomes effective. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (ai) Subject If, at any time on or after the date hereof and prior to the provisions of this AgreementExpiration Time, if the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registrable Securities (other than a registration statement on Form S-4 or Form S-8 or any successor form or a registration statement filed solely in connection with a stock option or other employee benefit plan, an exchange offer, a business combination transaction or an offering of securities (as such term is defined in Section 3(a) solely to the existing stockholders or employees of the Exchange Act) by Company), then the Company, whether or not for its own accounton each such occasion, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice (each, a “Piggy-Back Notice”) of such proposed filing to Holders all of the Rightsholders owning Registrable Securities at least fifteen days before the anticipated filing date of such registration statement, and such Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registrable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the five days immediately following the giving of a Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of the Registrable Securities. Upon the written request Securities of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include Rightsholders in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) statement. The Company shall use its best reasonable efforts to cause the Managing Underwriter managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registrable Securities requested by which were the subject of all Holder thereof to be included Notices in the registration statement for such underwritten offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the foregoingcontrary contained in this Section 8(b), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registrable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company shall not be required and any other person intend to include such Holder's Piggyback Securities in such offering if is such as to materially and adversely affect the Managing Underwriter success of a proposed underwritten offering advises such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the holders of Piggyback Securities in writing that in its opinion extent necessary to reduce the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of amount recommended by such managing underwriter(s) in the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personmanaging underwriter’s written opinion. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (ai) Subject If, at any time on or after the Closing Date and on or prior to two years from the provisions of this AgreementClosing Date, if the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of, or reconfirmation offer with respect to, securities (as such term is defined in Section 3(a) solely to the existing stockholders or employees of the Exchange Act) by Company), then the Company, whether or not for its own accounton each such occasion, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice (each, a the "COMPANY PIGGY-BACK NOTICE") of such proposed filing to Holders all of the Registrable SecuritiesRightsholders owning Registerable Securities at least fifteen days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Upon Each such Rightsholder shall have the right, exercisable for the five days immediately following the giving of a Company Piggy-Back Notice, to request, by written request of any such Holder made within 20 days after notice (each, a "HOLDER NOTICE") to the receipt of any such notice, subject to Section 3(b) hereofCompany, the Company shall include inclusion of all or any portion of the Registerable Securities of such Rightsholders in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) statement. The Company shall use its best reasonable efforts to cause the Managing Underwriter managing underwriter(s) of a proposed underwritten offering to permit the Registrable inclusion of the Registerable Securities requested by which were the subject of all Holder thereof to be included Notices in the registration statement for such underwritten offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the foregoingcontrary contained in this Subparagraph 6(c)(i), if the managine underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company shall not be required and any other person intend to include such Holder's Piggyback Securities in such offering if is such as to materially and adversely affect the Managing Underwriter success of a proposed underwritten offering advises such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based oon the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the holders of Piggyback Securities in writing that in its opinion extent necessary to reduce the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds to the number which can amount recommended by such managing underwriter(s) in its written opinion. (ii) NUMBER OF PIGGY-BACK REGISTRATIONS; EXPENSES. The obligations of the Company under this Paragraph 6(c) shall be sold in such offering without causing a Material Adverse Effectunlimited with respect to each Rightsholder. If Subject to the Managing Underwriter so advises the Companyprovisions of Paragraph 6(e) hereof, the Company will include pay all Registration Expenses in such registrationconnection with any registration of Registerable Securities effected pursuant to this Paragraph 6(c), to the extent of the number which but the Company is so advised can shall not be sold responsible for the payment of any underwriter's discount, commission or selling concession expenses in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personconnection therewith. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (ai) Subject If, at any time prior to the provisions of this AgreementDecember 31, if the Company 2010, InvestCo proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Common Stock (other than a registration statement on Form S-4 or S-8 or any equity successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities (as such term is defined in Section 3(a) solely to the existing stockholders or employees of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable SecuritiesInvestCo), then the Company InvestCo, on each such occasion, shall give prompt written notice (each, a "InvestCo Piggy-Back Notice") of such proposed filing to Holders Green Planet at least fifteen days before the anticipated filing date of such registration statement, and such InvestCo Piggy-Back Notice also shall be required to offer to Green Planet the Registrable Securities. Upon the written request opportunity to register such aggregate number of any such Holder made within 20 days after the receipt shares of any such noticeInvestCo Common Stock as Green Planet may request, subject to Section 3(bthe terms hereof. Green Planet shall have the right, exercisable for the five days immediately following the giving of the InvestCo Piggy-Back Notice, to request, by written notice (each, a "GP Notice") hereofto InvestCo, the Company shall include inclusion of all or any portion of the shares of InvestCo Common Stock owned by Green Planet in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company statement. InvestCo shall use its best reasonable efforts to cause the Managing Underwriter managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested by inclusion of the Holder thereof to be included Green Planet’s InvestCo shares which were the subject of the GP Notice in the registration statement for such underwritten offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the foregoingcontrary contained in this Section 1.4(i), if the Company shall not be required managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to Green Planet that the total amount and kind of securities which they, InvestCo and any other person intend to include such Holder's Piggyback Securities in such offering if is such as to materially and adversely affect the Managing Underwriter success of a proposed underwritten offering advises such offering, then the Company amount of securities to be offered for the account of Green Planet and persons other than InvestCo shall be eliminated or reduced pro rata (based on the holders amount of Piggyback Securities in writing that in its opinion securities owned by Green Planet and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold amount recommended by such managing underwriter(s) in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personits written opinion. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own accountaccount or for the account of any of its security holders of any security of the same class as the Registrable Securities (other than a registration statement on Form S-4 or S-8 (or, and the registration form to be used in each case, any substitute or successor forms that may be used for adopted by the SEC), or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), which registration and applicable law would permit the inclusion of such Registrable SecuritiesSecurities pursuant to this Section 2.2 then, then the Company shall give prompt written notice of such proposed filing to Holders 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. Upon Securities intended to be disposed of by such Stockholder (or Permitted Transferee) and the written request intended method of any such Holder made within 20 days after the receipt of any such noticedistribution thereof), in each case subject to Section 3(b) hereof, the Company shall include in each such registration 2.3 (a "Piggyback “Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ”). The Company shall use its reasonable best efforts to cause the Managing Underwriter managing Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, of the Company shall not be required included therein to include permit the sale or other disposition of such Holder's Piggyback Registrable Securities in such offering if accordance with the Managing Underwriter intended method of a proposed underwritten offering advises 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 Company and the holders of Piggyback Securities in writing its request to withdraw within ten (10) days of its request for inclusion; provided, however, that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for including such offering pursuant to shares (a “Piggy Back Registration Statement”) has not yet been declared effective by the SEC. The Company may withdraw a Piggy-Back Registration Statement at any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, time prior to the extent of the number which the Company time it is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold declared effective by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such PersonSEC. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (ai) Subject If at any time after the date hereof and prior to the provisions of this Agreementdate on which all Registrable Securities cease to be Registrable Securities, if the Company proposes to file a registration statement Registration Statement under the Securities 1933 Act with respect to an offering of any equity securities, or securities (as such term is defined in Section 3(a) of the Exchange Act) or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company, whether or not Company for its own account, and the registration form to be used may be used account or for the registration shareholders of the Registrable SecuritiesCompany for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give prompt written notice of such proposed filing to Holders the Investors as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested securities to be included in the registration for such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the Investors in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). (bii) The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and shall use its best commercially reasonable efforts to cause the Managing managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, of the Company shall not be required and to include permit the sale or other disposition of such Holder's Piggyback Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such offering if Piggy-Back Registration. (iii) If the Managing managing Underwriter of or Underwriters for a proposed Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Piggyback Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the Investors, the Registrable Securities as to which registration has been requested under this Section 2(c), and the shares of Common Stock, if any, as to which registration has been requested pursuant to Other Holder Piggyback Rights, exceeds the Maximum Number of Shares, then the Company shall include in its opinion any such registration: (1) If the total amount registration is undertaken for the Company’s account: (A) first, the shares of securitiesCommon Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, including Piggyback to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), Registrable Securities as to which registration has been requested under this Section 2(c) and the securities as to which piggy-back registration has been requested under existing Other Holder Piggyback Rights as of any other Person who the date of this Agreement (pro rata in accordance with the number of securities each holder has actually requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis regardless of the number of shares of Fully-Diluted Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock as to which registration has been requested pursuant to Other Holder Piggyback Rights entered into after the date of this Agreement (pro rata in accordance with the number of shares such person has actually requested to be included in such registration by each registration, regardless of the number of shares of Common Stock with respect such Personperson has the right to request inclusion). (c2) No If the registration effected is a “demand” registration undertaken at the demand of persons other than the Investors pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), Registrable Securities as to which registration has been requested under this Section 3 shall relieve 2(c) and the Company from its obligation securities as to effect registrations which piggy-back registration has been requested under Section 2existing Other Holder Piggyback Rights as of the date of this Agreement (pro rata in accordance with the number of securities each holder has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares, (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), and (C), the shares of Common Stock, if any, as to which registration has been requested pursuant to Other Holder Piggyback Rights entered into after the date of this Agreement that can be sold without exceeding the Maximum Number of Shares.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if Request for Registration. Each time the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own accountaccount or for the account of any of its securityholders of any class of equity security (except, (i) a registration statement on Form S-4 or S-8 (or any substitute form that is adopted by the Commission), (ii) a registration statement filed in connection with a dividend reinvestment plan, stock option plan or unit investment trusts, or (iii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), and the form of registration form statement to be used may be used for permits the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to the Holders of as soon as reasonably practicable (but in no event less than 20 days before the anticipated filing date and no less than 30 days before the anticipated effective date), and such notice shall offer the Holders the opportunity to register such Registrable Securities as the Holders may request (which request shall specify the Registrable Securities. Upon Securities intended to be disposed of by the written request Holders and the intended method of any such Holder made within distribution thereof) up to 20 days after before the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration anticipated effective date (a "Piggyback Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ). The Company shall use its best efforts to cause the Managing Underwriter managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on substantially the same terms and conditions as any similar securities of the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding Any Holder shall have the foregoingright to withdraw such Holder's request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 3 by giving written notice to the Company of such withdrawal no later than two Business Days prior to the anticipated effective date. 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 to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights give prompt notice of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, withdrawal to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effectother Holders, first the securities being sold by the Companyif any, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such PersonPiggy-Back Registration. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to 5.1. If the provisions Company or any subsidiary of this Agreement, if the Company proposes to file on its behalf and/or on behalf of any holders of its debt securities (other than a Holder) a registration statement under the Securities Act with respect to an offering of on any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of its debt securities (a “Piggy-Back Registration Statement”), it will give written notice to all Holders of Transfer Restricted Securities at least twenty (20) days before the Registrable Securitiesinitial filing thereof, then which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company or such subsidiary. The notice shall give prompt written notice offer to include in such filing the aggregate number of Transfer Restricted Securities as such Holders may request (a “Piggy-Back Registration”). 5.2. Each Holder desiring to have Transfer Restricted Securities registered under this Section 5 (“Participating Piggy-Back Holders”) shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of Transfer Restricted Securities for which registration is requested. The Company shall thereupon include or cause to be included in such filing the amount of Transfer Restricted Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable efforts to effect registration of such Transfer Restricted Securities under the Securities Act. 5.3. If the Registration relates to an underwritten public offering and the managing underwriter of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such noticepublic offering advises in writing that, subject to Section 3(b) hereofin its opinion, the Company shall include in each such registration (a "Piggyback Registration") all Registrable amount of Transfer Restricted Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts Registration in addition to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted securities being registered by the Company to such Holder ("Piggyback Securities"), to would be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion greater than the total amount number of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If delaying or jeopardizing the Managing Underwriter so advises price, timing or distribution thereof (the Company“Piggy-Back Maximum Number”), then: (i) in the event the Company initiated the Piggy-Back Registration, the Company will shall include in such registrationPiggy-Back Registration first, the securities the Company proposes to register and second, the extent securities of all other selling security holders, including the Participating Piggy-Back Holders, in a principal amount which together with the securities the Company proposes to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such selling security holders on a pro rata basis (based on the principal amount of debt securities of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration held by each such Personselling security holder); and (ii) in the event any holder of debt securities of the Company other than Transfer Restricted Securities initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Participating Piggy-Back Holders), in a principal amount which together with the securities the initiating security holder proposes to register, shall not exceed the Piggy-Back Maximum Number, such principal amount to be allocated among such other selling security holders on a pro rata basis (based on the principal amount of debt securities of the Company held by each such selling security holder) and third, any debt securities the Company proposes to register, in a principal amount which together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Piggy-Back Maximum Number. (c) No registration effected under 5.4. Subject to Section 6 hereof, nothing in this Section 3 5 shall relieve create any liability on the part of the Company from to the Holders if the Company in its obligation sole discretion should decide not to effect registrations under file a registration statement proposed to be filed pursuant to this Section 2or to withdraw such registration statement subsequent to its filing and prior to the later of its effectiveness or the release of the Transfer Restricted Securities for public offering by the managing underwriter, in the case of an underwritten public offering, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company ----------------------- proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and account or for the registration account of any of its security holders of Common Stock (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form to be used that may be used for adopted by the registration SEC), (ii) a Registration Statement filed in connection with an offering of securities solely to the Registrable SecuritiesCompany's existing security holders or any offer of debt securities or convertible debt securities or (iii) a Demand Registration), then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 15 days before the anticipated filing date or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act), 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 not later than 15 days prior to the anticipated effective date of the Registration Statement (or eight days of the notice of the proposed filing if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act) after receipt of such written notice from the Company (which request shall specify the Registrable Securities. Upon Securities intended to be disposed of by such Selling Holder and the written request intended method of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback RegistrationPIGGY- BACK REGISTRATION") all Registrable Securities requested to be included in the registration for such offering. (b) ). The Company shall use its best efforts to keep such Piggy- Back Registration continuously effective under the Securities Act until at least the earlier of (A) 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Company shall cause the Managing Underwriter managing underwriter or underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), 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. 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 Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to participating Selling Holders. The Piggy- Back Registration right of holders of Warrants and Warrant Shares shall not apply to any Public Equity Offering that is the initial Public Equity Offering of the Company unless the securities of other Selling Holders are to be included therein. Notwithstanding 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 of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the foregoing, the Company shall not be required to include sale or disposition of such Holder's Piggyback Registrable Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, a Registration Statement effected pursuant to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectthis Section 2.2. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company from of its obligation to effect registrations a registration upon the request of Holders of Registrable Securities pursuant to Section 2.1 hereof, and no failure to effect a registration under this Section 22.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if Whenever the Company proposes to file a registration statement under the Securities Act with respect Registration Statement, at any time and from time to an offering of any equity securities (as time, it will, prior to such term is defined in Section 3(a) of the Exchange Act) by the Companyfiling, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to all Rights Holders of the Registrable Securitiesits intention to do so. Upon the written request of any such a Rights Holder made given within 20 ten (10) days after the receipt Company provides such notice (which request shall state the intended method of any disposition of such notice, subject to Section 3(b) hereofRegistrable Securities), the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause all Registrable Securities which the Managing Underwriter of a proposed underwritten offering Company has been requested by such Rights Holder to register to be registered under the 1933 Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Rights Holder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2 without obligation to any Rights Holder. (b) If the registration for which the Company gives notice pursuant to Section 2(a) is a registered public offering involving an underwriting, the Company shall so advise the Rights Holders as part of the written notice given pursuant to Section 2(a). In such an event, the right of any Rights Holder to include its Registrable Securities requested in such registration pursuant to this Section 2 shall be conditioned upon such Rights Holder’s participation in such underwriting on the terms set forth herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Holder thereof Company. Notwithstanding any other provision of this Section 2, if the managing underwriter determines that marketing factors require a limitation of the number of Shares to be underwritten, the Company may limit the number of Registrable Securities to be included in such registration and underwriting to not less than thirty (30) percent of the aggregate number of Shares to be underwritten. The Company shall so advise all Rights Holders requesting registration, and the number of shares that are entitled to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to and underwriting shall be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof allocated in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectfollowing manner. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the The number of shares of Fully-Diluted Common Stock requested to that may be included in such registration by each such Person. (c) No and underwriting shall be allocated among all Rights Holders requesting registration effected under this Section 3 shall relieve in proportion, as nearly as practicable, to the respective number of Registrable Securities which they held at the time the Company gives the notice specified in Section 2(a). If any Rights Holder would thus be entitled to include more securities than such Rights Holder requested to be registered, the excess shall be allocated among the other requesting Rights Holders pro-rata in the manner described in the preceding sentence. If any Rights Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Securities or other securities excluded or withdrawn from its obligation to effect registrations under Section 2such underwriting shall be withdrawn from such registration.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes to file a registration statement 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 (as such term is defined in Section 3(aother than (i) of the Exchange Act) 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 Company's existing securityholders), whether or not for its own account, and the registration form including a Registration Statement relating to be used may be used for the registration of the Registrable Securitiesa Demand Registration, then the Company shall give prompt written notice of 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. Upon the written request Securities intended to be disposed of any by such Holder made within 20 days after and the receipt intended method of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) . The Company shall use its best efforts to cause the Managing managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder Holders thereof to be included in a Piggy-Back Registration (the registration statement for such offering under Section 3(a"Piggy-Back Holders") or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding Any Holder shall have the foregoingright 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. Subject to the provisions of Section 2.1, the Company shall not be required may withdraw a Piggy-Back Registration at any time prior to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises time it becomes effective, provided that the Company shall reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including counsel fees and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for expenses) incurred prior to such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectwithdrawal. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company from of its obligation obligations pursuant to Section 2.1, and no failure to effect registrations a registration under this Section 22.2 and to complete the sale of Shares in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. (ai) Subject to the provisions of this Agreement, if If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the CompanyRegistration Statement, whether or not for its own accountaccount (other than pursuant to Section 3(a)), and the registration form it will, at least thirty days prior to be used may be used for the registration of the Registrable Securitiessuch a filing, then the Company shall give prompt written notice of such proposed filing to all Holders of the Registrable Securities. Upon its intention to do so and, upon the written request of any such Holder made or Holders given within 20 fifteen days after of the receipt of any such notice, subject to Section 3(b) hereofnotice (which request shall state the intended method of disposition of such Registrable Securities), the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall will use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the all Registrable Securities requested by that the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by Holders requested the Company to such Holder ("Piggyback Securities"), register to be included on registered under the same terms and conditions as Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of the Holder or Holders; provided that the Company shall have the right to postpone or withdraw any similar securities included therein. Notwithstanding registration effected pursuant to this Section 3(b) without obligation to the foregoingHolders. (ii) In connection with any offering under this Section 3(b) involving an underwriting, the Company shall not be required to include such Holder's Piggyback any Registrable Securities in such offering if underwriting unless the Managing Underwriter Holders accept the terms of a proposed underwritten offering advises the underwriting as agreed upon between the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securitiesmanaging underwriter or underwriters, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold selected by the Company, and next any then only in such quantity as will not, in the written opinion of the managing underwriter or underwriters, jeopardize the success of the offering by the Company. Each Holder that has requested that Registrable Securities held by him be included in such Registration Statement shall (together with the Company and the other Holders distributing the securities through such underwriting) enter into such underwriting agreement as agreed upon between the Company and the managing underwriter or underwriters. If in the written opinion of the managing underwriter or underwriters the registration of all, or part of, the Registrable Securities that the Holders have requested to be included would materially and adversely affect such public offering, the Company shall be required to include in the underwriting only that number of Registrable Securities, if any, that the managing underwriter or underwriters believes may be sold without causing such adverse effect. If the number of Registrable Securities to be included in the registration in accordance with the foregoing is less than the total number of securities that the Holders have requested to be included, then the number of Registrable Securities to be included in the registration shall be reduced pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of requesting Holders based upon the number of shares of Fully-Diluted Common Stock Registrable Securities so requested to be included in registered. If any Holder disapproves of the terms of any such registration underwriting, he may elect to withdraw therefrom by each such Person. (c) No registration effected under this Section 3 shall relieve written notice to the Company from its obligation to effect registrations under Section 2and the managing underwriter.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company at any time proposes to file a registration statement to register any of its Common Stock under the Securities Act (except for a registration filed in connection with respect an employee benefit plan, a transaction relating to a merger or business combination, a transaction relating to an offering exchange offer, a transaction relating to an acquisition of any equity securities (as such term is defined assets or securities, or a transaction otherwise described in Section 3(a) Rule 145 of the Exchange Securities Act) by the Company), whether or not for sale for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall it will each such time give prompt written notice to Xxxxx of such proposed filing its intention to Holders of the Registrable Securitiesdo so. Upon the written request of Xxxxx (which request shall specify the amount of Warrant Shares intended to be disposed of by Xxxxx) made as promptly as practicable and in any such Holder made event within 20 ten (10) days after the receipt of any such notice, subject the Company will use its best efforts to effect the registration under the Securities Act of all Warrant Shares which the Company has been so requested to register by Xxxxx. (b) If the Company proposes to register any of its securities under the Securities Act as contemplated by this Section 3(b) hereofand such securities are to be distributed by or through one or more underwriters, the Company will arrange for such underwriters to include the Warrant Shares to be offered and sold by Xxxxx among the securities of the Company to be distributed by such underwriters. In such event, (i) Xxxxx shall include be a party to the underwriting agreement between the Company and such underwriters, which shall contain such representations and warranties by the Company and such other terms as are generally prevailing in each agreements of that type, including provisions for indemnification and contribution to the effect and to the extent provided in Section 7; (ii) the representations and warranties by, and the other agreements on the part of, the Company in the underwriting agreement to and for the benefit of such registration underwriters shall also be made to and for the benefit of Xxxxx and the conditions precedent to the obligations of such underwriters under the underwriting agreement shall be conditions precedent to the obligations of Xxxxx; and (iii) Xxxxx shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding Xxxxx, his Warrant Shares and his intended method of distribution or any other representations required by applicable law. It is a "Piggyback Registration"condition to the obligations of the Company hereunder that Xxxxx shall accept the terms of the underwriting agreement as agreed between the Company and such underwriters, provided such terms are consistent with this Section and are not otherwise inconsistent with this Agreement. (c) all Registrable Securities If the managing underwriter of any underwritten offering shall deliver a written statement to Xxxxx that in such underwriter's opinion the total amount of Warrant Shares requested to be included in the such registration for could have a material adverse effect on such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, then the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in (or during the time of) such offering without causing a Material Adverse Effectoffering, first the first, all securities being sold proposed by the CompanyCompany to be sold for its own account, and next any other securities pro rata among second, the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock Warrant Shares requested to be included in such registration by Xxxxx pursuant to this Agreement and the securities requested to be included therein by any other holders entitled to include securities in such registration, pro rata based on the number of securities which each of them has requested to be included in such Personregistration. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If 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 other person or entity of any class of equity security, including any security convertible into or exchangeable for any equity securities (as such term other than (i) a registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Commission) or (ii) in connection with a registration statement that is defined in Section 3(a) on a form pursuant to which an offering of the Exchange Act) by the Company, whether or Warrant Shares cannot for its own account, and the registration form to be used may be used for the registration of the Registrable Securitiesregistered), then the Company shall in each case give prompt written notice of such proposed filing to Holders the Warrantholder at least twenty (20) business days before the anticipated filing date, and such notice shall offer the Warrantholder the opportunity to register such number of Warrant Shares as the Registrable SecuritiesWarrantholder may request. Upon the written request of any such Holder made the Warrantholder received by the Company within 20 ten (10) business days after the receipt date of any the Company's delivery of its notice to the Warrantholder of its intention to file such noticea registration statement, subject to Section 3(b) hereofthe conditions and in accordance with the procedures set forth herein, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities inclusion of the Warrant Shares requested by the Holder thereof Warrantholder to be included in registered under the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering indicates in writing to the Warrantholder its reasonable belief that because of the size of the offering intended to be made, the inclusion of the Warrant Shares requested to be included might reasonably be expected to jeopardize the success of the offering of the securities of the Company shall not to be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises offered and sold by the Company and for its own account, then the holders amount of Piggyback Securities in writing that in its opinion securities to be offered for the account of the Warrantholder shall be reduced, on a pro rata basis with all sellers other than the Company, to the extent necessary to reduce the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds to the number which can be sold in amount recommended by such offering without causing a Material Adverse Effectmanaging underwriter or underwriters. If the Managing Underwriter so advises the Company, the The Company will include bear all Registration Expenses (as hereinafter defined) in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fullyconnection with piggy-Diluted Common Stock requested to be included in such registration by each such Personback registrations. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a1) Subject to the provisions of this Agreement, if If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and the registration form to be used may be used account or for the registration account of the Registrable Securitiesany of its security holders of any class of debt security, then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities. Upon the written request of any Securities as each such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration may request (a "Piggyback Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering). (b2) The Company shall use its best efforts to cause the Managing managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company or of such other security holders included therein. Notwithstanding the foregoing, if the managing Underwriter or Underwriters of such offering deliver a written opinion to the Company shall not be required that either because of (i) the kind or combination of securities which the Holders, the Company and any other persons or entities intend to include such Holder's Piggyback Securities in such offering if or (ii) the Managing Underwriter size of a proposed underwritten the offering advises which the Holders, the Company and such other persons intend to make, are such that the holders success of Piggyback the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (a) in writing the event that in its opinion the size of the offering is the basis of such managing Underwriter's opinion, the amount of securities to be offered for the accounts of Non-Priority Persons (as defined below) shall be reduced pro rata (according to the Registrable Securities and other securities proposed for registration by Persons ("Non-Priority Persons") other than the Person or Persons for whose account such registration was initially to be filed) to the extent necessary to reduce the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds to the number which can amount recommended by such managing Underwriter or Underwriters; PROVIDED that if securities are being offered for the account of Non-Priority Persons other than holders of Registrable Securities, then with respect to the Registrable Securities intended to be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companyoffered by Holders, the Company will include in such registration, proportion by which the amount (taking into account the initial net proceeds to the extent Company on issuance of such securities and not the number face amount thereof) of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the Company is so advised can amount of such class of securities intended to be sold in such offering without causing a Material Adverse Effect, first the securities being sold offered by the Company, and next any Non-Priority Persons other securities pro rata among the than holders of Piggyback Registrable Securities is reduced; and any other Person which possesses comparable contractual "piggyback" registration rights on (b) in the event that the kind (or combination) of securities to be offered is the basis of such managing Underwriter's opinion, (x) the number of shares of Fully-Diluted Common Stock requested Registrable Securities to be included in such offering shall be reduced as described in clause (a) above (subject to the proviso in clause (a)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. The Company will pay all Registration Expenses (as defined herein) in connection with each registration by each such Personof Registrable Securities. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions terms and conditions of this AgreementWarrant, if NeoGenomics shall notify the Company proposes holder of Registrable Securities (as defined below) in writing at least ten (10) days prior to file a 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 an offering of any equity securities (as such term is defined in Section 3(a) corporate reorganization or other transaction under Rule 145 of the Exchange ActSecurities Act ) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by the Companysuch holder. Each holder of Registrable Securities desiring to include in any such registration statement, whether or not for its own account, and the registration form to be used may be used for the registration all of part of the Registrable SecuritiesSecurities held by it shall, then within ten (10) days after the Company above-described notice from NeoGenomics, so notify NeoGenomics in writing. Such notice shall give prompt written notice state the intended method of such proposed filing to Holders disposition of the Registrable SecuritiesSecurities held by such holder. Upon In the written request of any such Holder made within 20 days after the receipt of any such noticeevent NeoGenomics determines, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securitiessole discretion, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing that market factors require a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis limitation of the number of shares of Fully-Diluted Common Stock requested 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 each NeoGenomics or any Registrable Securities were excluded by NeoGenomics pursuant to the immediately preceding sentence, such Personholder 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. (c) No registration effected under this Section 3 shall relieve ” On March 16, 2009, the Company from its obligation and the Xxxxxxx X. XxxXxxx Living Trust entered into a Subscription Agreement (the “XxxXxxx Subscription Agreement”) pursuant to effect registrations 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 24 months and then carry piggyback registration rights to the extent that exemptions under Section 2Rule 144 are not available to SKL.

Piggy Back Registration. (a) Subject to If at any time on or after the provisions ----------------------- closing of this Agreementthe Company's Initial Public Offering, if the Company proposes (in compliance with a request for a Demand Registration or otherwise) to file a registration statement under the Securities Act Act, with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and account or for the account of any of its respective security holders of any security of the same class as the Registrable Securities (other than a registration statement on Form S-4 or S-8 (or any substitute form to be used that may be used for adopted by the SEC), or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing security holders), which registration would permit the inclusion of such Registrable SecuritiesSecurities pursuant to this Section 2.2 then, then the Company shall give prompt 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. Upon the written request Securities intended to be disposed of any by such Holder made within 20 days after or Minority Holders and the receipt intended method of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ). The Company shall use its best efforts to cause the Managing managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, of the Company shall not be required included therein to include permit the sale or other disposition of such Holder's Piggyback Registrable Securities in such offering if accordance with the Managing Underwriter intended method of a proposed underwritten offering advises 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 in any Piggy-Back Registration by giving written notice to the Company and of its request to withdraw within ten (10) days of its request for inclusion; provided, that the holders of Piggyback Securities in writing that in its opinion the total amount of securities, Registration Statement including Piggyback Securities and the securities of such shares (a "Piggy-Back Registration Statement") is not yet effective. The Company may withdraw a Piggy-Back Registration Statement at any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, time prior to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Persontime it becomes effective. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject If prior to the provisions time the Resale Registration statement is filed, and before the end of this Agreementthe Effective Period, if the Company Zamba proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Zamba for its own account, and account or for the registration form account of other holders of Zamba Common Stock to be used may be used 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 of the Registrable Securitiestype specified in Rule 145(a) under the Securities Act), then the Company Zamba shall in each case give prompt written notice of such proposed filing to the Holders at least 20 days before the filing date, and such notice shall offer such Holders the opportunity to register such number of Shares as each such Holder may request (the "PIGGY-BACK REGISTRATION"). If such offer is accepted by written notice to Zamba from the Holders of at least 20% of the Registrable Securities. Upon Shares then held by the Holders (with a proportional adjustment for any stock split or stock dividend or other issuance of securities with respect to such Shares) within 15 days of the giving of the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included notice provided for in the registration for such offering. (b) The Company preceding sentence, Zamba shall use its best efforts to cause permit, or (in the Managing Underwriter case of a proposed underwritten offering offering) to permit cause the Registrable Securities requested by the Holder managing underwriter or underwriters thereof to permit, the Holders of Shares requested to be included included, in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to include such Holder ("Piggyback Securities"), to be included Shares in such offering on the same terms and conditions as any similar the corresponding securities of Zamba included therein. Notwithstanding ; PROVIDED that (i) if, at any time after giving written notice of its intention to register any securities and prior to the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter effective date of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included filed in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in connection with such registration, Zamba shall determine for any reason not to proceed with the extent proposed registration, Zamba may, at its election, give written notice of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders determination to each Holder of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock Shares requested to be included in such registration by each and thereupon shall be relieved of its obligation to register any Shares in connection with such Person. registration (c) No registration effected under this Section 3 shall relieve the Company but not from its obligation to effect registrations pay the Registration Expenses (defined below) in connection therewith) and (ii) if such registration involves an underwritten offering by Zamba (underwritten, at least in part, by Persons who are not affiliates or associates of Zamba or any Holder), all Holders requesting to have Shares included in Zamba's registration must sell their Shares to such underwriters who shall have been selected by Zamba on the same terms and conditions as apply to Zamba, 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 proposed registration pursuant to this Section 1.2 involves such an underwritten public offering, any Holder making a request under this Section 21.2 in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of a proposed underwritten offering advise Zamba in writing that in their opinion the total amount or kind of securities that the Holders have requested to be included in such offering would adversely affect the success of such offering, then the amount of securities to be offered for the accounts of Holders of Shares and securities to be offered for the account of other stockholders shall be reduced pro rata 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. (a) Subject to At any time during the provisions term of this Agreement, Agreement if the Company NetVoice proposes to file a registration statement register any of its NetVoice Stock or any other of its common equity securities (collectively, "Other Securities") under the Securities Act with respect to an offering of (other than a registration on Form S-4 or S-8 or any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Companysuccessor form thereto), whether or not for sale for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall it will each such time give prompt written notice to each Holder of such proposed its intention to do so at least twenty (20) days prior to the anticipated filing to Holders date of the registration statement relating to such registration. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable SecuritiesSecurities as each such Holder may request. Upon the written request of any such Holder Holder, made within 20 days no later than 5:00 p.m. Atlanta, Georgia time on the tenth (10th) day after the receipt of any such noticeNetVoice's notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), subject NetVoice shall use its best efforts to effect, in the manner set forth in Section 3(b) hereof5, in connection with the registration of the Other Securities, the Company registration under the Securities Act of all Registrable Securities which NetVoice has been so requested to register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered; provided that: (a) if at any time after giving written notice of its intention to register any securities and prior to the effective date of such registration, NetVoice shall include determine for any reason not to register or to delay registration of such securities, NetVoice may, at its election, give written notice of such determination to the Holder and, thereupon, (A) in each the case of a determination not to register, NetVoice shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a "Piggyback Registration") all determination to delay such registration, NetVoice shall be permitted to delay registration of any Registrable Securities requested to be included in the such registration for the same period as the delay in registering such offering.Other Securities; (b) The Company shall use its best efforts if the registration referred to cause in the Managing Underwriter first sentence of a proposed this Section 3 is to be an underwritten registration, and the managing underwriter advises NetVoice in writing that, in such firm's opinion, such offering to permit would be materially and adversely affected by the inclusion therein of the Registrable Securities requested by the Holder thereof to be included therein, NetVoice shall include in such registration: (1) first, all securities NetVoice proposes to sell for its own account ("NetVoice Securities"), if NetVoice Securities are proposed to be included in the registration statement for such offering under Section 3(aregistration, (2) or pursuant to other piggyback registration rights granted by the Company to second, such Holder ("Piggyback Securities"), Registrable Securities required to be included in such registration pursuant to this Agreement, securities owned by NetVoice management personnel proposed to be included in such registration and securities of other persons who have the right pursuant to agreements with NetVoice to require that their securities be included in such registration, PRO RATA on the same terms basis of the estimated proceeds from the sale thereof, and conditions as any similar (3) third, all other securities included thereinproposed to be registered. Notwithstanding any other provision in this Agreement to the foregoingcontrary, the Company NetVoice shall not be required to include such Holder's Piggyback Registrable Securities in such offering any registration statement if the Managing Underwriter inclusion of a proposed underwritten offering advises such Registrable Securities would violate the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities provisions of any other Person who has requested agreements or arrangements in effect on the inclusion thereof in the registration statement for such offering date hereof pursuant to any contractual "piggyback" rights of which such Person, to be included registration is being effected or entered into in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in connection with such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person.; and (c) No no registration of Registrable Securities effected under this Section 3 shall relieve the Company from NetVoice of its obligation to effect registrations under a registration of Registrable Securities pursuant to Section 22 hereof.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and the registration form to be used may be used account or for the account of others of any class of security (other than pursuant to a registration statement on Forms S-4 or S-8 (or successor forms) or in connection with an exchange offer or an offering of securities solely to the Registrable SecuritiesCompany's existing stockholders), then the Company shall in each case give prompt written notice of such proposed filing to Holders the holders of Registrable Common Stock (which notice shall indicate, to the extent then known, the proposed managing underwriter or underwriters, if such offering is to be underwritten, and such other terms of the proposed offering that the Company reasonably believes to be material to the holders of Registrable Common Stock) and shall include in such registration statement all or a portion of the Registrable Securities. Upon Common Stock owned by such holders which such holders shall request to be so included by written notice given by such holders to the written request of any such Holder made Company within 20 10 business days after the such holder's receipt of any such notice, subject to Section 3(b) hereof, notice from the Company shall include in each such registration (a "Piggyback Piggy-back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ). The Company shall use its best efforts reasonable diligence to cause effect the Managing Underwriter registration of a proposed underwritten offering to permit the all Registrable Securities Common Stock requested by the Holder thereof to be included so registered in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering advise the Company shall not that the number of shares of Common Stock or other securities sought to be required to include such Holder's Piggyback Securities included in such offering if the Managing Underwriter of a proposed underwritten offering advises would create a substantial risk that the sale of some or all of such Common Stock or other securities will interfere with the successful marketing of the securities offered by the Company and or substantially reduce the proceeds or price per unit that could be derived from such underwritten offering, then the number of shares of Common Stock or other securities to be sold by holders of Piggyback Securities in writing that in its opinion Registrable Common Stock shall be reduced to the total amount greatest number of shares of Common Stock or other securities, including Piggyback Securities and the if any, that, together with any shares of Common Stock or other securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds by the Company and other persons, would, in the opinion of such managing underwriter or underwriters, not create such a risk or interference, and such reduced number which can of shares of Common Stock or other securities, if any, to be sold by such holders shall be allocated among such holders and other persons in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, proportion to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested then owned by such holders. The holders of Registrable Common Stock to be included in distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders and the conditions precedent to the obligations of such holders of Registrable Common Stock under such underwriting agreement shall be reasonably satisfactory to such holders. Such holders shall not be required to make any representations or warranties to the Company or its underwriters other than representations or warranties regarding such holder and such holder's intended method of distribution. The Company shall have the right to discontinue any registration by each such Person. (c) No registration effected under this Section 3 4 at any time prior to the effective date of such registration if the registration of the securities giving rise to such registration under this Section 4 is discontinued, but no such discontinuation shall relieve preclude an immediate or subsequent request by the Company from its obligation holders of Registrable Common Stock for registration pursuant to effect registrations under Section 22 hereof if otherwise permitted.

Piggy Back Registration. (ai) Subject to If the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering managing underwriter(s) of any equity securities (as such term is defined underwritten offering described in Section 3(a) of 2.2 have informed, in writing, the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Selling Holders of the Registrable Securities. Upon Securities requesting inclusion in such offering that it is their opinion that the written request total number of shares which the Company, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the number of shares to be offered for the account of the Selling Holders and all such other Persons (other than the Company) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing underwriters; provided, however, that if such offering is effected for the account of any securityholder of the Company other than the Selling Holders, pursuant to the demand registration rights of any such Holder made within 20 days after securityholder, then the receipt number of shares to be offered for the account of the Selling Holders and all other Persons (other than the Company) participating in such registration (but not such securityholders who have exercised their demand registration rights) shall be reduced or limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing underwriters. (ii) If the managing underwriter or underwriters of any underwritten offering described in Section 2.2 notify the Selling Holders requesting inclusion of Registrable Securities in such noticeoffering, subject to Section 3(b) hereofthat the kind of securities that the Selling Holders, the Company shall and any other Persons desiring to participate in such registration intend to include in each such registration offering is such as to adversely affect the success of such offering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (i) above or (y) if a "Piggyback Registration"reduction in the Registrable Securities pursuant to clause (i) all above would, in the judgment of the managing underwriter(s) or underwriters, be insufficient to substantially eliminate such adverse effect that inclusion of the Registrable Securities requested to be included in the registration for would have on such offering, such Registrable Securities will be excluded from such offering. (biii) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, anything herein to the extent contrary, this Section 2.3(a) shall be subject to the provisions of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Warrant to purchase Common Stock requested to be included in such registration expiring on November 24, 2002 held by each such PersonAmoco Corporation. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes shall determine to file a registration statement register under the Securities Act with respect (including pursuant to an offering a demand of any equity securities (as such term is defined in Section 3(a) stockholder of the Exchange ActCompany exercising registration rights) by any of its common stock (other than a registration relating solely to the Companysale of securities to participants in a Company employee benefits plan, whether or a registration on any form which does not for its own account, and include substantially the registration form same information as would be required to be used may be used for included in a registration statement covering the registration sale of the Registrable SecuritiesShares), then the Company it shall give prompt send to Holder written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made determination and, if within 20 ten (10) business days after the receipt of any such notice, subject to Section 3(b) hereofHolder shall so request in writing, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter include in such registration statement all of a proposed underwritten offering to permit the Registrable Securities requested by the Shares that Holder thereof requests to be included registered, except that if, in the registration statement for such connection with any offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), involving an underwriting of common stock to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises issued by the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing managing underwriter shall impose a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights limitation on the basis of the number of shares of Fully-Diluted common stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Shares equal to the product of (i) the total number of shares of Common Stock requested to be included in such registration statement after (x) the underwriter’s cut back, if any, (y) any securities which have Prior Registration Rights and (z) securities offered by each the Company for its own account, and (ii) Holder’s Ownership Percentage. If Holder disapproves of the terms of such Person. (c) No underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Notwithstanding the foregoing, in the event that the Company, in its reasonable judgment, concludes that the number of shares otherwise to be included in the Registration Statement exceeds the number of shares allowable pursuant to Rule 145, the right of Holder hereunder shall be subordinate to any Prior Registration Rights. In addition, except in connection with a registration effected under statement for an underwritten offering, the rights set forth in this Section 3 2.2 shall relieve not apply during any period that an S-8 Registration is available to cover the Company from its obligation to effect registrations under Section 2resale of the Registrable Securities.

Piggy Back Registration. If Borrower proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in Borrower's stock or stock option plans or employee benefit plans or (ii) a registration relating solely to a transaction for which Form S-4 may be used, then: (a) Subject to the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company Borrower shall give prompt written notice of such proposed filing determination to each Holder of Registrable Securities, and each such Holder shall have the right to request, by written notice given to Borrower within 15 days of the date that such written notice was mailed by Borrower to such Holder, that a specific number of Registrable Securities held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any) and the states in which such Registrable Securities are to be sold; (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, lock-up agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities. Upon Securities in such offering would materially adversely affect the written request ability of any the underwriters for such Holder made within 20 days after offering to sell all of the receipt of any securities requested to be included for sale in such notice, subject to Section 3(b) hereofoffering at the best price obtainable therefor, the Company aggregate number of Registrable Securities that may be sold by the Holders shall include be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to be sold in each such registration underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by Borrower for its own account and for the account of other stockholders (a "Piggyback Registration") all other than Agreement -------------------------------------------------------------------------------- Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; PROVIDED, HOWEVER, that in the registration for such offering. (b) The Company shall use its best efforts to cause event that the Managing Underwriter number of a securities proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities sold in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can of securities that may be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, pursuant to the extent terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities for its own account, there shall be included in the offering, first, up to the maximum number which the Company is so advised can of securities to be sold in by Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower's stockholders (both the Holders of Registrable Securities requested and such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders stockholders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock Borrower requested to be included in such registration by each such Person.therein) on a PRO RATA basis; (ce) No Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration effected under this Section 3 rights of the Holders with respect to any specific underwritten offering shall relieve be subject to a 90-day delay at the Company from its obligation request of the managing underwriter; (g) All demand and piggy-back registration rights of the Holders shall terminate when all of the Registrable Securities Then Outstanding may be sold pursuant to effect registrations under Section 2Rule 144(k).

Piggy Back Registration. (a) Subject to the provisions of this AgreementIf at any time after October 1, if 2006, the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and account or for the account of any of its securityholders (a “Selling Securityholder”) of any class of equity security (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form to be used that may be used for adopted by the SEC) or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Registrable SecuritiesCompany’s existing securityholders), then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities. Upon the written request Securities intended to be disposed of any by such Holder made within 20 days after and the receipt intended method of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback “Piggy-Back Registration") all Registrable Securities requested to be included ”); provided, however, that Holders may exercise such right only in the registration for such offering. (b) event that they shall have converted all their Series A Preferred Stock into Common Stock. The Company shall use its reasonable best efforts to cause the Managing Underwriter managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on the same terms and conditions as those of the Selling Securityholder or the Company, as the case may be, 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 similar securities included thereinRegistration Statement pursuant to this Section 2(b) by giving written notice to the Company of its request to withdraw prior to the effective date of such registration statement. Notwithstanding The Company may withdraw a Piggy-Back Registration at any time prior to the foregoingtime it becomes effective, provided that the Company shall not be required give prompt notice thereof to include such Holder's Piggyback participant Holders and shall reimburse Holders of Registrable Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each Piggy-Back Registration of all reasonable out-of-pocket expenses (including counsel fees and expenses) incurred prior to such Personwithdrawal. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if the Company Whenever ZipLink proposes to file a registration statement register any of its securities under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, account or for any of its shareholders (other than its initial public offering or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of the Registrable SecuritiesSecurities (a "Piggy-back Registration"), then the Company shall ZipLink will give prompt written notice to all Holders of Registrable Securities of its intention to effect such a registration (which notice shall include a list of jurisdictions in which ZipLink intends to attempt to qualify such securities under applicable blue sky or other state securities laws) and will include in such registration and in any underwriting involved therein all Registrable Securities with respect to which ZipLink has received written requests for inclusion therein within 15 days after the date of the notice of the Holders. (b) If a Piggy-back Registration includes an underwriting on behalf of ZipLink or the parties initiating such registration, ZipLink shall so advise the Holders as a part of the notice given pursuant to Section 1.2(a). In such event, the right of any Holder to registration pursuant to Section 1.2(a) shall be conditioned on such Holder's participation in such underwriting and the inclusion of such proposed filing Holder's Registrable Securities in the underwriting to the extent provided herein. ZipLink and the Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected by ZipLink or the parties initiating such registration, as the case may be. If any Holder disapproves of any of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to ZipLink and the underwriter. Any Registrable Securities withdrawn from such underwriting shall be withdrawn from such registration. (c) If a Piggy-back Registration is an underwritten primary registration and the managing underwriters advise ZipLink, in writing that, in their opinion, one or more marketing factors require a limitation on the number of securities to be underwritten, ZipLink shall so advise all Holders of the Registrable Securities. Upon The number of shares of securities included in such Piggy-back Registration shall be reduced as the written request of any such Holder made within 20 days after underwriter and ZipLink require and those securities included in the receipt of any such notice, subject to Section 3(b) hereof, registration shall be allocated among the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities and any other securities requested to be included in the such registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro pro-rata among the holders Holders of Piggyback such Registrable Securities and any other Person which possesses comparable contractual "piggyback" registration rights securities on the basis of the number of shares requested to be registered by each such Holder. (d) If a Piggy-back Registration is an underwritten secondary registration on behalf of Fullyholders of ZipLink's securities, and the managing underwriters advise ZipLink in writing that, in their opinion, one or more marketing factors require a limitation on the number of securities to be underwritten, ZipLink shall so advise all Holders of Registrable Securities. The number of shares of securities included in such Piggy-Diluted Common Stock back Registration shall be reduced as the underwriter and ZipLink require and those securities included in such registration shall be allocated FIRST to those held by the party requesting such registration, and SECOND among the Registrable Securities and any other securities requested to be included in such registration pro-rata among the Holders of such Registrable Securities and other securities on the basis of the number of shares requested to be registered by each such Person. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.Holder

Piggy Back Registration. (i) No Holder may participate in any underwritten registration hereunder unless such Holder (a) Subject agrees to sell its securities on the provisions basis provided in any underwriting arrangements approved by the persons entitled to approve such arrangements; including, without limitation, the underwriter and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement. Notwithstanding the previous sentence no Holder shall be required to make any representations or warranties to, or make any agreements with Imtek or any underwriter other than representations, warranties or agreements regarding such Holder or such Holder's intended method of distribution and other matters reasonably requested by Imtek or the underwriter. (ii) In the event the Registrable Securities are proposed to be included in an underwritten public offering, the Holders shall (together with Imtek and the other holders distributing their securities through such underwriting, if any) enter into an underwriting agreement in customary form with the Company proposes managing underwriter selected for such underwriting by Imtek, Imtek slue cause the managing underwriter or underwriters of a proposed underwritten offering to file a registration statement under include the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for statement of such offering. . Notwithstanding the foregoing, if the managing underwriter of such registration advises Imtek in writing (b) The Company shall use its best efforts a copy of which is provided to cause the Managing Underwriter each Holder requesting inclusion of a proposed underwritten offering to permit the Registrable Securities therein) that, in its opinion, the number of securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering within a price range acceptable to Imtek without causing a Material Adverse Effect. If adversely affecting the Managing Underwriter so advises marketability of the Companyoffering, the Company then Imtek will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of only the number of shares securities recommended by the managing underwriter, selected in the following order of Fully-Diluted Common Stock priority: (i) in the case of a primary registration on behalf of Imtek, (A) first, the securities that Imtek intends to be included in such registration, (B) second, Registrable Securities that Holders have requested to be included in such registration pro rata according to the Registrable Securities proposed to be included in the registration by each such PersonHolders), and (C) third, securities held by all other parties pro rata according to the securities proposed to be included in the registration by such other parties); or (ii) in the case of secondary registration for the account of any holders (including Holders) of Imtek's securities, (A) first, the securities requested to be included therein by the holders initially requesting such registration by Holders (pro rata according to the securities proposed to be included in the registration by such other parties or Holders), and (B) second, securities held by all other parties requested to be included in such registration pro according to the securities proposed to be included in the registration by such Other parties), (iii) In the event that, pursuant to clause (ii) immediately above, Registrable Securities are not included in an underwriting and registration, Imtek agrees to use its reasonable efforts, subject to the terms and conditions of this Subparagraph, to include such Registrable Securities in subsequent registration statements, if any, which are filed by Imtek and become effective, except for (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) any registration in which common stock is not being registered; provided. however, that nothing in this Paragraph shall be deemed to give any Holder or Holders any right to initiate a registration of capital stock of Imtek or demand or approved a registration of Registrable Securities other than in connection with a registration initiated by Imtek. (civ) No If any Holder or Holders disapprove of the terms of any such underwriting, such Holder or Holders may elect to withdraw therefrom by written notice to Imtek and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred until such time as there has been filed a registration effected under this Section 3 shall relieve statement with the Company Commission registering such securities which has become effective or until the Holder or Holders of such securities receives a written opinion from its obligation counsel to effect registrations under Section 2Imtek that an exemption from the registration provisions of federal and state securities laws is available with respect to the proposed transfer of such securities.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company at any time (other than pursuant to Section 2.1) proposes to file a registration statement register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other shareholders of the Company or both (except with respect to (i) an offering of Initial Public Offering, (ii) Registration Statements on Forms S-4, S-8 or any equity successor to such forms, (iii) any Registration Statexxxx xxxluding only securities issued pursuant to a dividend reinvestment plan, (as such term is defined iv) a Registration Statement in Section 3(a) of which the Exchange Act) by the Company, whether or not for its own account, and the registration form only securities to be used may be used registered are securities issuable upon conversion of debt securities or other convertible securities which are also being registered or (v) another form of Registration Statement not available for the registration of registering the Registrable SecuritiesSecurities for sale to the public), then each such time the Company shall promptly give prompt written notice of such proposed filing to the Preferred Holders of the Registrable Securitiesits intention to do so (each, a "Piggy-Back Notice"). Upon the written request of any such Holder made the Requisite Series C Holders, received by the Company within 20 twenty (20) days after the receipt date of delivery of a Piggy-Back Notice, in accordance with Section 3.4, to register any or all of the Registrable Securities held by the Series C Holders as stated in such notice, subject to Section 3(b) hereofrequest, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering Registration Statement. If the Registration Statement relates to an underwritten public offering, the Company shall so advise the Preferred Holders as a part of a Piggy-Back Notice. In such event, the Preferred Holders' right to include Registrable Securities in such registration shall be conditioned upon its participation in such underwriting to the extent provided herein. The Preferred Holders, if participating in such distribution, shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company; the terms of which shall be no less favorable to the Preferred Holders than the terms afforded therein to the Company. (b) Notwithstanding any other provision of this Section 2.2, if the managing underwriter or underwriters in the registration giving rise to the Piggy-Back Notice determine(s) that the number of shares to be included in such registration (including any securities that the Company and the Other Shareholders propose to be included that are not Registrable Securities) exceeds the largest number which of shares that can be sold in without having an adverse effect on such offering without causing a Material Adverse Effect. If (the Managing Underwriter so advises the Company"Maximum Offering Size"), the Company will include in such registration, in the following priority, up to the extent Maximum Offering Size: (i) first, that number of securities held by the Person(s) (other than the Company and the Series AB Holders) who demanded such registration, if any, as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, if the Maximum Offering Size has not then been exceeded, that number of securities proposed to be registered for the account of the Series C Holders; (iii) third, if the Maximum Offering Size has not then been exceeded, that number which of securities proposed to be registered for the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among account of the holders of Piggyback Securities the Series A and Series B Preferred Stock, ratably between them treating them as one series for the purpose of this clause (iii); (iv) fourth, if the Maximum Offering Size has not then been exceeded, that number of securities proposed to be registered by the Company for its own account; and (v) fifth, if the Maximum Offering Size has not then been exceeded, any securities proposed to be registered for the account of any other Person which possesses comparable contractual "piggyback" registration rights on Persons (other than the basis of Company and those Persons described in clauses (i), (ii) and (iii) immediately above) with such priorities among them as the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such PersonCompany shall determine. (c) Any request by a Preferred Holder for inclusion in any registration may be withdrawn, in whole or in part, at any time prior to the effective date of the Registration Statement for such offering. No request for inclusion of, nor the inclusion of, Registrable Securities by a Series C Holder shall be deemed a Series C Demand Registration that reduces the number of such Series C Demand Registrations to which the Series C Holders are entitled hereunder. (d) The Company shall have the right to terminate or withdraw any registration effected contemplated under this Section 3 2.2 prior to the effectiveness of such registration, whether or not the Series C Holders have elected to include securities in such registration. (e) There shall relieve be no limitation on the Company from its obligation number of registrations a Preferred Holder may participate in under this Section 2.2, and any such participation shall not reduce the number of Series C Demand Registrations to effect registrations under Section 2which the Series C Holders are entitled hereunder.

Piggy Back Registration. (a) Subject to If the provisions of this Agreement, if the Company Corporation proposes to file a registration statement under the Securities Act with respect to an offering by the Corporation for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities (solely to the Corporation's existing stockholders, and other than as such term is defined set forth in Section 3(a14.2(b) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securitiesbelow), then the Company Corporation shall in each case give prompt written notice of such proposed filing to the Holders at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of the Registrable Securities. Upon the written request of any Securities as each such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration may request (a "Piggyback Piggy-back Registration") all ). The Corporation shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included include such securities in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Corporation included therein. Notwithstanding the foregoing, if the Company managing underwriter or underwriters of such offering deliver an opinion to the Holders that the total amount of securities which they and any other Persons (other than the Corporation) intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be reduced in inverse order of the priority of registration rights specified in this Agreement held by holders of securities requesting inclusion therein to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided, that the reduction imposed upon Holders shall not be greater, on a percentage basis with respect to the Registrable Securities requested to be included, than the reduction imposed upon other Persons whose piggy-back registration rights are pari passu with those granted hereby with respect to the amount of securities requested for inclusion in such registration. (b) Notwithstanding anything to the contrary contained in this Agreement, the Corporation shall not be required to include such Holder's Piggyback Registrable Securities in such offering any registration statement if the Managing Underwriter proposed registration is (i) a registration of a proposed underwritten offering advises the Company and the holders stock option or other employee incentive compensation or employee benefit plan or of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering issued or issuable pursuant to any contractual "piggyback" rights such plan, or a registration statement relating to warrants, options or shares of such Person, capital stock granted or to be included in such offering exceeds the number which can be granted or sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person.primarily as incentive (c) No The Corporation may withdraw any registration effected under statement and abandon any proposed offering initiated by the Corporation without the consent of any Holder, notwithstanding the request of any such Holder to participate therein in accordance with this Section 3 provision, if the Corporation determines in its sole discretion that such action is in the best interests of the Corporation and its stockholders (for this purpose, the interest of the Holders shall relieve the Company from its obligation to effect registrations under Section 2not be considered).

Piggy Back Registration. (a) Subject to If at any time the provisions of this Agreement, if the Company Issuer proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Issuer for its own accountaccount 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 forms that may be adopted by the SEC); (iii) a registration statement filed in connection with an offer or offering of securities by the Issuer for its own account solely to the Issuer's existing securityholders; (iv) a Demand Registration; or (v) a shelf registration statement filed pursuant to the Exchange and Registration Rights Agreement dated the date hereof among the Issuer and the registration form to be used may be used for the registration of the Registrable Securitiesother parties thereto), then the Company Issuer shall give prompt 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. Upon the written request Securities intended to be disposed of any by such Holder made within 20 days after and the receipt intended method of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback RegistrationPIGGY-BACK REGISTRATION") all Registrable Securities requested to be included in the registration for such offering. (b) ). The Company Issuer shall use its reasonable best efforts to cause the Managing Underwriter managing underwriter or underwriters of a such proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), 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. Notwithstanding therein and to permit the foregoingsale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof; PROVIDED, HOWEVER, in no event shall the Company shall not Issuer be required to include 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 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 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 Piggyback Registrable Securities in such offering if the Managing Underwriter of pursuant to a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering effected pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectthis Section 2.2. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company from Issuer of its obligation to effect registrations a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 22.2 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 deemed to constitute a Demand Registration.

Piggy Back Registration. (a) Subject The Holders of the Registrable Shares are hereby granted the following piggy-back registration rights with respect to the provisions Registrable Shares (other than an acquisition shelf Registration Statement which may be filed by Nations pursuant to Rule 415 of the Securities Act, or a Registration Statement covering shares of Common Stock which would become issuable pursuant to the Nations' stock option plans). Whenever Nations proposes to file a Registration Statement, other than the Registration Statement for its initial public offering (the "IPO") and except for the period ending on the later of one year from the date hereof or the six month period from the effective date of the IPO, Nations will, prior to such filing, give written notice to the Holders of its intention to do so and, upon the written request of the Holders given within ten (10) days after Nations provides such notice (which request shall state the intended method of disposition of such Registrable Shares), Nations shall use its reasonable best efforts to cause all Registrable Shares which Nations has been requested to register by such Holder or Holders to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder or Holders. (b) If, by virtue of this agreement, the Holders request and are entitled to inclusion in such registration, Nations shall, (together with the Holders and any other holder of Nations Common Stock provided registration rights by Nations with respect to their shares of the Common Stock (the "Stockholders") proposing to distribute their securities through such underwriting) enter into an underwriting agreement with the representative of the underwriter or underwriters selected for such underwriting (the "Representative"). (c) Notwithstanding any other provision of this Agreement, if the Company proposes to file Representative advises Nations in writing that marketing factors require a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) limitation of the Exchange Act) by number of shares to be underwritten, then Nations shall so advise the CompanyHolders and Stockholders, whether or not for its own accountif any, which would otherwise be entitled to registration, and the registration form to be used number of shares of Common Stock that may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company and underwriting, if any, shall use its best efforts to cause be allocated among the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms Holders and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities Stockholders in such offering if proportion as the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the respective number of shares of Fully-Diluted Common Stock requested each Holder and Stockholder requests to be included in such registration bears to the total number of shares such Holders and Stockholders request be included. All Registrable Shares or any other Common Stock excluded from the underwriting by each reason of the underwriter's marketing limitation shall not be included in such Personregistration. (cd) No registration effected under this Section 3 If any Holders or Stockholders of Common Stock entitled (upon request) to be included in such registration, disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to Nations and the underwriter. The Common Stock so withdrawn shall relieve the Company also be withdrawn from its obligation to effect registrations under Section 2registration.

Piggy Back Registration. (a) Subject to the provisions terms and conditions of this AgreementWarrant, if NeoGenomics shall notify the Company proposes holder of Registrable Securities (as defined below) in writing at least ten (10) days prior to file a 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 an offering of any equity securities (as such term is defined in Section 3(a) corporate reorganization or other transaction under Rule 145 of the Exchange ActSecurities Act ) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by the Companysuch holder. Each holder of Registrable Securities desiring to include in any such registration statement, whether or not for its own account, and the registration form to be used may be used for the registration all of part of the Registrable SecuritiesSecurities held by it shall, then within ten (10) days after the Company above-described notice from NeoGenomics, so notify NeoGenomics in writing. Such notice shall give prompt written notice state the intended method of such proposed filing to Holders disposition of the Registrable SecuritiesSecurities held by such holder. Upon In the written request of any such Holder made within 20 days after the receipt of any such noticeevent NeoGenomics determines, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securitiessole discretion, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing that market factors require a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis limitation of the number of shares of Fully-Diluted Common Stock requested 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 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 each NeoGenomics or any Registrable Securities were excluded by NeoGenomics pursuant to the immediately preceding sentence, such Person. 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. None The Company’s Current Report on Form 8-K was filed on June 7, 2007 with the Securities and Exchange Commission (c) No the “SEC”), which was after the date it was due. Correspondence from the SEC related to a previous registration effected under this Section 3 shall relieve statement and the Company from its obligation Company’s Form 10-KSB/A for the fiscal year ended December 31, 2006 copies of which have been provided to effect registrations under Section 2.the Buyer. None

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if a. If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and the registration form to be used may be used account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Registrable SecuritiesCompany's existing Shareholders), then the Company shall in each case give prompt written notice of such proposed filing to each of the Holders of Registrable Securities at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities. Upon the written request of any Securities as each such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the may request. The Company shall include in each such registration (use reasonable diligence to cause the managing underwriter or underwriters of a "Piggyback Registration") all proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included include such securities in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to the Holders of Registrable Securities that the total amount of securities which they and the Company and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of Registrable Securities to be offered for the accounts of Holders of Registrable Securities and other Persons who have the contractual right to have securities included in the offering shall, to the extent not inconsistent with the contractual obligations of the Company existing on the date hereof, be reduced pro rata based on the amount of securities each has requested to be included in the offering pursuant to such contractual rights to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. b. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to include such Holder's Piggyback Registrable Securities in such offering any registration statement if the Managing Underwriter proposed registration is (a) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a Shareholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (d) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's Shareholders from a coercive or other attempt to take control of the Company. c. The Company may withdraw any registration statement and abandon any proposed underwritten offering advises initiated by the Company without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that such action is in the best interests of the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement Shareholders (for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companythis purpose, the Company will include in such registration, to the extent interest of the number which the Company is so advised can Holders shall not be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personconsidered). (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. The Holders of this Registration Rights Agreement shall have the right to include all Registrable Securities as part of any registration of securities filed by the Company (aother than that required to be filed pursuant to the terms herein, and in connection with a transaction contemplated by Rule 145(a) Subject promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holders agree it shall not have any piggy-back registration rights pursuant to this Agreement if the Registrable Securities may be sold in the United States pursuant to the provisions of this Agreement, if Rule 144. Holders shall have five (5) business days to notify the Company proposes in writing as to file a registration statement under whether the Securities Act with respect Company is to an offering of any equity securities (include Holders or not include Holders as such term is defined in Section 3(a) part of the Exchange Act) by the Companyregistration; provided, whether however, that if any registration pursuant to this Section shall be underwritten, in whole or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereofin part, the Company shall include in each such registration (a "Piggyback Registration") all may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included underwriting on the same terms and conditions as any similar the securities included thereinotherwise being sold through the underwriters and the Holders agree to enter into an underwriting agreement in customary form reasonably acceptable to the Holders. Notwithstanding If in the foregoing, good faith judgment of the Company shall not be required to include such Holder's Piggyback Securities underwriter evidenced in writing of such offering if the Managing Underwriter only a limited number of a proposed underwritten offering advises the Company and the holders of Piggyback Registrable Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to should be included in such offering exceeds the number which can offering, or no such shares should be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companyincluded, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the CompanyHolders, and next any all other securities pro rata among selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of proportion that the number of shares of Fully-Diluted Common Stock requested selling stockholders permitted to be included 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 each such Person. (c) No registration effected it under this Section 3 shall relieve Agreement prior to the effectiveness of such registration whether or not any Holder elected to include securities in such registration. All registration expenses incurred by the Company from its obligation in complying with this Agreement shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to effect registrations under Section 2the Holders.

Piggy Back Registration. (a) Subject to If both the provisions of this AgreementShelf Registration has not been declared effective and the Registrants have not effected the Registered Exchange Offer, if at any time the Company proposes Registrants propose to file a registration statement under the Securities Act with respect to an offering by the Registrants for any account of the Registrants or for the account of any equity of its security Holders of any class of its debt securities (as such term is defined in Section 3(a) other than a Registration Statement on Form S-4 or S-8 or any substitute form that may be adopted by the SEC or any other registration statement used to effect an exchange offer and other than any registration statement with respect to which all of the Exchange Act) by the Company, whether or not for its own account, and the registration form to Notes will be used may be used for the registration of the Registrable Securitiesredeemed), then the Company Registrants shall give prompt written notice of such proposed filing to the Holders as soon as practicable (but in no event fewer than 15 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such principal amount of Exchange Notes as each such Holder may request in writing within 14 days after receipt of such written notice from the Registrants (which request shall specify the principal amount of the Registrable Securities. Upon the written request Exchange Notes intended to be disposed of any by such Holder made within 20 days after and the receipt intended method of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback RegistrationPIGGY-BACK REGISTRATION") all Registrable Securities ). If such registration is pursuant to an underwritten offering, the Registrants shall use their reasonable best efforts to cause the managing underwriter or underwriters of such proposed offering to permit the Exchange Notes requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Registrants or any other securityholder included thereintherein and to permit the sale or other disposition of such Exchange Notes in accordance with the intended method of distribution thereof. Notwithstanding Any Holder shall have the foregoingright to withdraw its request for inclusion of its Exchange Notes in any such registration statement pursuant to this Section 4 by giving written notice to the Registrants of its request to withdraw prior to the time that such registration statement becomes effective. The Registrants may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Registrants may elect to delay the registration; PROVIDED, HOWEVER, that the Registrants shall give prompt written notice thereof to participating Holders. The Registrants will pay all registration expenses (including any described in Section 7) in connection with each registration of Exchange Notes requested pursuant to this Section 4, 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 Exchange Notes pursuant to a registration statement effected pursuant to this Section 4. No registration effected under this Section 4, and no failure to effect a registration under this Section 4, shall relieve the Registrants of their obligation to effect a registration pursuant to Section 3(a) or (b) hereof, and no failure to effect a registration under this Section 4 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Registrants of any other obligation. (b) In a registration pursuant to Section 4(a) involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Company shall not Registrants and the Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of securities which the Registrants, the Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Registrants will be required to include such Holder's Piggyback Securities in such offering if registration only the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to which it is so advised should be included in such offering exceeds registration. In such event: (x) in cases initially involving the number which can registration for sale of securities for the account of any of the Registrants, securities shall be sold registered in such offering without causing a Material Adverse Effect. If in the Managing Underwriter so advises the Companyfollowing order of priority: (i) first, the Company will include in such registration, to the extent of the number securities which the Company is so advised can be sold in such offering without causing a Material Adverse EffectRegistrants propose to register, first and (ii) SECOND, the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock have been requested to be included in such registration by the Holders pursuant to this Agreement and the securities of other Persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Registrants (PRO RATA based on the amount of Exchange Notes or securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the account of the Registrants', securities shall be registered in such offering as follows: (i) FIRST, the securities of any Person whose exercise of a "demand" registration right pursuant to a contractual commitment of the Registrants is the basis for the registration (provided that if such Person is a Holder, there shall be no priority as among Holders, and Exchange Notes sought to be included by Holders shall be included PRO RATA based on relative aggregate principal amount of the Exchange Notes each such PersonHolders has requested to be included in such registration), (ii) SECOND, the securities requested to be included in such registration by the Holders pursuant to this Agreement and securities of other Persons entitled to exercise "piggy back" registration rights pursuant to contractual commitments (PRO RATA based on the amount of Exchange Notes or securities sought to be registered by such Persons) and (iii) THIRD, the securities which the Registrants propose to register. If, as a result of the provisions of this Section 4(b), any Holder shall not be entitled to include all Exchange Notes in a Piggy-Back Registration that such Holder has requested to be included, such Holder may elect to withdraw its request to include Exchange Notes in such registration (a "WITHDRAWAL ELECTION") by giving written notice to the Registrants of such Withdrawal Election prior to the time that such registration statement becomes effective; PROVIDED, HOWEVER, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Holder shall no longer have any right to include Exchange Notes in the registration as to which such Withdrawal Election was made. (c) No registration effected under this Section 3 shall relieve For purposes of clarity, it is acknowledged that the Company from its obligation to effect registrations shall have no obligations under Section 24 until Exchange Notes are released from escrow in accordance with the terms of the Escrow Agreement.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company proposes to file a registration statement under the Securities Act with respect to an underwritten offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and the registration form to be used may be used account or for the account of a Stockholder of any class of security (other than a registration of the Registrable Securitiesstatement on Form S-4 or S-8 or any successor forms thereto), then the Company shall give prompt written notice of such proposed filing to Holders each of the holders of Registrable Securities. Upon , and such notice shall describe in detail the written request proposed registration and distribution and shall offer such holders the opportunity to register the number of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in Registrable Securities as each such registration holder may request. The Company shall, and shall 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 "Piggyback RegistrationCompany Underwriter") all to, permit the holders of Registrable Securities who have requested in writing (within ten (10) days of the giving of the notice of the proposed filing by the Company) to be included participate in the registration for such offering. offering (bthe "Requesting Holders") The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the include such Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar the securities of the Company included therein. Notwithstanding the foregoingIn connection with any offering under this Section 6.1 involving an underwriting, the Company shall not be required to include such Holder's Piggyback any Registrable Securities in such offering if underwriting unless the Managing Underwriter holders thereof accept the terms of a proposed underwritten offering advises the underwriting as agreed upon between the Company and the holders underwriters selected by it. If, in the opinion of Piggyback the Company Underwriter, the registration of all, or part, of the Registrable Securities which the Requesting Holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in writing the underwriting only that in its opinion number of Registrable Securities, if any, which the total Company Underwriter believes may be sold without causing such adverse effect, and the amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof to be offered in the registration statement underwriting shall be allocated first, to the Company based on the number of shares it desires to sell in the underwritten offering for such offering pursuant its own account; and thereafter pro rata among the stockholders of the Company based on the number of shares otherwise proposed to any contractual "piggyback" rights be included therein by the Stockholders. If the number of such Person, Registrable Securities to be included in such offering exceeds the number which can be sold underwriting in such offering without causing a Material Adverse Effect. If accordance with the Managing Underwriter so advises foregoing is less than the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the total number of shares which the Requesting Holders of Fully-Diluted 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 are requested to be included in 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 holder 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. The Soros Parties agree that to the extent this subparagraph (f) conflicxx xxth any prior registration by each such Person. (c) No registration effected under this Section 3 shall relieve rights provision to which the Soros Parties are entitled regarding the allocation of shares among xxxxxholders of the Company from its obligation to effect registrations under Section 2in the event of an underwriter's cutback, this subparagraph (f) shall govern.

Piggy Back Registration. (a) Subject to If, at any time after the provisions of this Agreementdate hereof, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company any class of security either for its own account, and the registration form to be used may be used account or for the account or accounts of its security holders (other than a registration of the Registrable Securitiesstatement on Form S-4 or S-8 or any successor or similar forms thereto), then the Company shall give prompt written notice of such proposed filing to each Holder, which notice shall describe in detail the proposed registration and distribution (including those jurisdictions where registration under the securities or blue sky laws is intended) and offer such Holders the opportunity to register such number, as the case may be, of the Registrable SecuritiesSecurities as such Holders may request. Upon the written request of received by the Company from any such Holder made within 20 ten (10) days after the receipt of any such notice, subject notice by the Company to Section 3(b) hereofsuch Holder, the Company shall include in each such registration (a "Piggyback Registration"subject to the provisions of this Section 3) use reasonably diligent efforts to cause to be registered under the Securities Act all of the Registrable Securities requested to be included registered by such Holders in such written notice to the registration for such offering. (b) Company. The Company shall use its best efforts is required to cause the Managing Underwriter of a proposed underwritten offering to permit include the Registrable Securities requested by the Holder thereof Holder(s) in an unlimited number of piggy-back registrations pursuant to be included this Section 3. Subject to Section 8, the Company shall request that the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") permit such Holders to participate in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to include such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included thereinRegistrable Securities in such offering. Notwithstanding the foregoing, if, in the opinion of the Company shall not be required Underwriter, the total amount or kind of securities which such Holders, the Company and any other persons or entities intend to include such Holder's Piggyback Securities in such offering if (the Managing Underwriter "Total Securities") is sufficiently large to have a material adverse effect on the distribution of a proposed the Total Securities: (i) in the case of an underwritten offering advises the Company and the holders on behalf of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, then the Company will include in amount or kind of securities to be offered for the account of such registration, Holders and such other persons or entities shall be reduced pro rata to the extent of necessary to reduce the number which Total Securities (other than securities the Company is so advised can be sold proposes to sell in such offering without causing a Material Adverse Effect, first primary offering) to the securities being sold amount recommended by the Company, Company Underwriter; and next any other securities pro rata among (ii) in the case of an underwritten secondary offering in respect of a registration made on demand of holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.124

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company proposes shall at any time following the IPO propose to file a registration statement under the Securities Act with respect to Registration Statement for an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether by the Company or not for its own account, and the registration form to be used may be used for the registration resale by holders of the Company's securities other than Registrable SecuritiesSecurities (the "REQUESTING HOLDERS"), then the Company shall give provide prompt written notice of such proposed filing to Holders proposal, in any event, not less than 15 days before the anticipated date of the first filing of such Registration Statement, to all Shareholders of its intention to do so and of such Shareholders' rights under this Section 3. In the event that the Registration Statement for the IPO will include also equity securities of the Company to be sold by any holder of the Company's securities other than Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company Shareholders' rights under this Section 3 shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested apply with respect to be included in the registration for such offering. (b) IPO as well. The Company shall use its best efforts to cause the Managing Underwriter include such number of a proposed underwritten offering to permit the Registrable Securities in such Registration Statement which the Company has been so requested to register by any Requesting Holder (a "PIGGY- BACK REGISTRATION"), which request shall be made to the Holder thereof Company within 15 days after such Shareholders 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 such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each 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 offering, all holders of Registrable Securities requesting to be included in the registration statement for such offering under Section 3(a) or pursuant must sell their Registrable Securities to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included underwriters on the same terms and conditions as apply to the Requesting Holders, with such differences, including any similar with respect to indemnification and liability insurance, as may be customary or appropriate in secondary offerings. Any Shareholder requesting pursuant to this Section 3 to be included in a registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities included therein. Notwithstanding the foregoing, the Company shall not be required in connection with such registration. (b) If a registration pursuant to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed this Section 3 involves an underwritten offering as to which any Shareholder has requested a Piggy-back Registration and the managing underwriter reasonably and in good faith advises the Company and the holders of Piggyback Securities in writing that that, in its opinion opinion, the total amount number of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering registration exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights an adverse effect on the basis price, timing or distribution of such offering, then (i) first, the number of shares of Fully-Diluted Common Stock securities which the Company's security holders other than the Requesting Holders requested to be included in such registration shall be reduced as necessary pro rata in proportion to the relative number of securities requested by each such Person. holder to be included until the number of securities to be included in such registration no longer exceeds the number which can be sold in such offering, (cii) No second, the number of securities which (A) the Requesting Holders requested to be included in such registration effected under this Section 3 shall relieve in the case of a registration instigated by Requesting Holders or (B) the Company from its obligation plans to effect registrations under Section 2include in such registration in the case of a registration instigated by the Company shall be reduced as applicable until the number of securities to be included in such registration no longer exceeds the number which can be sold in such offering.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company at any time during the Warrant Exercise Period proposes to file a registration statement register any of its securities under the Securities Act with respect (other than by a registration on Form S-8, S-4 or any successox xxxxxxr forms or any other form not available for registering the Registrable Securities) for sale to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Companypublic, whether or not for sale for its own account, and it will each such time, at least 30 days prior to filing the registration form to be used may be used for the registration of the Registrable Securitiesstatement, then the Company shall give prompt written notice to all holders of such proposed filing Registrable Securities (as defined herein) of its intention to Holders of the Registrable Securitiesdo so. Upon the written request of any such Holder holder made within 20 15 days after the receipt of any such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), subject the Company will use its best efforts to Section 3(b) hereofeffect the registration under the Securities Act of all Registrable Securities, to the extent required to permit the disposition of the Registrable 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 effective date of the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in each the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration but not from its obligation to grant such piggy-back registration in any subsequent registration by the Company, and (ii) in the case of a "Piggyback Registration") all determination to delay registering, shall be permitted to delay registering any Registrable Securities requested being registered pursuant to be included this Section 7.5, for the same period as the delay in the registration for registering such offeringother securities. (b) The Company shall use its best efforts If (i) a registration pursuant to cause the Managing Underwriter of a proposed this Section 7.5 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to permit be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested by to be registered for sale for the Holder thereof account of holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the registration statement for managing underwriter of such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises shall inform the Company and the holders of Piggyback Registrable Securities in writing requesting such registration by letter of its belief that in its opinion the total amount number of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering registration exceeds the number which can be sold in (or during the time of) such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companyoffering, then the Company will may include in such registration, offering all securities proposed by the Company to be sold for its own account and may decrease the extent number of Registrable Securities and other securities of the Company requested to be included in such registration by decreasing the number which of Registrable Securities and other securities of the Company is so advised can requested to be sold included in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities registration (pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) to the extent necessary to reduce the number of securities to be included in such the registration to the level recommended by each such Personthe managing underwriter. (c) No registration effected under Except as otherwise provided in this Section 3 shall relieve 7.5, all expenses incurred in connection with each effective registration pursuant to Section 7.4 or Section 7.5 (excluding in each case underwriter's discounts and commissions applicable to Registrable Securities), including, without limitation, in each case, all registration, filing and National Association of Securities Dealer fees; all fees and expenses of complying with securities or blue sky laws; all word processing, duplicating and printing expenses, messenger, delivery and shipping expense; fees and disbursements of the accountants and counsel for the Company from its obligation including the expenses of any special audits or "cold comfort" letters or opinions required by or incident to effect registrations under Section 2such registrations; and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but excluding underwriting discounts and commissions, if any) shall be borne by the Company. In all cases, each holder of Registrable Securities shall pay the underwriter's discounts and commissions applicable to the securities sold by such holder.

Piggy Back Registration. If the Company at any time beginning upon (abut excluding) Subject the Closing Date proposes to register any of its Shares (other than (w) a shelf registration to register Shares issued to investors in a private placement in connection with the provisions BOA Acquisition Proposal, (x) a demand registration under Section 2.3, Section 2.4 or Section 2.5 of this Agreement, if the Company proposes to file (y) in connection with a registration statement under the Securities Act on Form S-8 or (z) pursuant to Form F-4 or S-4 in connection with respect a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an offering effective Registration Statement (a “Shelf Takedown”) it shall give written notice to all Holders of any equity 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 (as to be included in such term is defined in Section 3(aoffering, the intended method(s) of the Exchange Act) by the Company, whether or not for its own accountdistribution, and the registration form to be used may be used for the registration name of the Registrable Securitiesproposed managing underwriter or underwriters, then if any, in such offering, and (B) offer to all of the Company shall give prompt written notice Holders the opportunity to register the sale of such proposed filing to Holders number of Registrable Securities of the Registrable Securitiessame type as are included in the Registration Statement as such Holders may request in writing. Upon the written request of any such Holder made given within 20 seven (7) days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") or Shelf Takedown all of the Registrable Securities requested indicated in such request, so as to permit the disposition of the shares so registered; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. The Company shall, in good faith, cause such Registrable Securities to be included in the such registration for such offering. (b) The Company or offering and, if applicable, shall use its best commercially reasonable efforts to cause the Managing Underwriter managing underwriter(s) of a proposed underwritten offering such registration to permit the Registrable Securities requested by the Holder thereof Holders pursuant to this Section 2.2 to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included therein on the same terms and conditions as any similar securities of the Company included thereinin 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 the foregoingany other provision of this Section 2.2, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering managing underwriter advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing marketing factors require a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis limitation of the number of shares of Fully-Diluted Common Stock requested to be underwritten, then shares will be included in such registration or Shelf Takedown up to such limitation in the following order or priority: (i) first, all Shares that were being registered by each the Company or pursuant to the exercise of demand rights by holders not party to this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such Person. registration (cpro rata to the respective number of Registrable Securities held by the Holders) No registration effected and (iii) third, any other shares of the Company to be offered by any other holders will be included in such registration. The piggyback rights of the Holders under this Section 3 shall relieve may be exercised an unlimited number of times. Any Holder may elect to withdraw such Xxxxxx’s request for inclusion of Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company from of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its obligation own determination or as the result of a withdrawal by persons making a demand pursuant to effect registrations under Section 2written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.

Piggy Back Registration. (a) Subject to 5.1. If the provisions Company or any subsidiary of this Agreement, if the Company proposes to file on its behalf and/or on behalf of any holders of its debt securities (other than a Holder) a registration statement under the Securities Act with respect to an offering of on any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of its debt securities (a “Piggy-Back Registration Statement”), it will give written notice to all Holders of Transfer Restricted Securities at least twenty (20) days before the Registrable Securitiesinitial filing thereof, then which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company or such subsidiary. The notice shall give prompt written notice offer to include in such filing the aggregate number of Transfer Restricted Securities as such Holders may request (a “Piggy-Back Registration”). 5.2. Each Holder desiring to have Transfer Restricted Securities registered under this Section 5 (“Participating Piggy-Back Holders”) shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of Transfer Restricted Securities for which registration is requested. The Company shall thereupon include or cause to be included in such filing the amount of Transfer Restricted Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable efforts to effect registration of such Transfer Restricted Securities under the Securities Act. 5.3. If the Registration relates to an underwritten public offering and the managing underwriter of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such noticepublic offering advises in writing that, subject to Section 3(b) hereofin its opinion, the Company shall include in each such registration (a "Piggyback Registration") all Registrable amount of Transfer Restricted Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts Registration in addition to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted securities being registered by the Company to such Holder ("Piggyback Securities"), to would be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion greater than the total amount number of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If delaying or jeopardizing the Managing Underwriter so advises price, timing or distribution thereof (the Company“Piggy- Back Maximum Number”), then; (i) in the event the Company initiated the Piggy-Back Registration, the Company will shall include in such registrationPiggy-Back Registration first, the securities the Company proposes to register and second, the extent securities of all other selling security holders, including the Participating Piggy-Back Holders, in a principal amount which together with the securities the Company proposes to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such selling security holders on a pro rata basis (based on the principal amount of debt securities of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration held by each such Personselling security holder); and (ii) in the event any holder of debt securities of the Company other than Transfer Restricted Securities initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Participating Piggy-Back Holders), in a principal amount which together with the securities the initiating security “holder proposes to register, shall not exceed the Piggy-Back Maximum Number, such principal amount to be allocated among such other selling security holders on a pro rata basis (based on the principal amount of debt securities of the Company held by each such selling security holder) and third, any debt securities the Company proposes to register, in a principal amount which together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Piggy-Back Maximum Number. (c) No registration effected under 5.4. Subject to Section 6 hereof, nothing in this Section 3 5 shall relieve create any liability on the part of the Company from to the Holders if the Company in its obligation sole discretion should decide not to effect registrations under file a registration statement proposed to be filed pursuant to this Section 2or to withdraw such registration statement subsequent to its filing and prior to the later of its effectiveness or the release of the Transfer Restricted Securities for public offering by the managing underwriter, in the case of an underwritten public offering, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes shall determine to file a registration statement register under the Securities Act with respect (including pursuant to an offering a demand of any equity securities (as such term is defined in Section 3(a) stockholder of the Exchange ActCompany exercising registration rights) by the Company, whether or not for any of its own account, and the registration form Common Stock (except shares to be used may be used for the registration issued solely in connection with any acquisition of the any entity or business, shares issuable solely upon exercise of stock options, or shares issuable solely pursuant to employee benefit plans), it shall send to each holder of Registrable SecuritiesShares, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made determination and, if within 20 thirty (30) days after the receipt of any such notice, subject to Section 3(b) hereofsuch holder shall so request in writing, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter include in such registration statement all or any part of a proposed underwritten offering to permit the Registrable Securities requested Shares that such holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Holder thereof 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 be included 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 the registration statement as provided below on a PRO RATA basis (according to the number of shares of Common Stock held by such holders that are entitled to such "piggy back" registration rights). In the event of any such limitation, the Company may include in such registration statement only (i) shares of Common Stock to be sold for such offering under Section 3(athe Company's account; (ii) or Registrable Shares; and (iii) shares of Common Stock the holders of which are entitled to registration pursuant to other piggyback registration rights granted an agreement with the Company approved by the Company to Board of Directors; provided, that, in the case of clauses (ii) and (iii) of the preceding sentence, such Holder ("Piggyback Securities"), to inclusion shall be included on the same terms and conditions as any similar securities included thereinPRO RATA basis hereinabove described. Notwithstanding the foregoing, no such reduction shall be made with respect to securities being offered by the Company shall not be required for its own account. If any holder of Registrable Shares disapproves of the terms of such underwriting, he may elect to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises withdraw therefrom by written notice to the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personmanaging underwriter. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company proposes to file register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration statement under relating solely to the Securities Act with respect sale of securities to participants in the Company's stock plans or employee benefit plans or (ii) a registration relating solely to a transaction for which Form S-4 may be used, then the Company shall give written notice of such determination to each Holder of Registrable Shares, and each such Holder shall have the right to request, by written notice given to the Company within fifteen (15) days of the date that such written notice was mailed by the Company to such Holder, that a specific number of Registrable Shares held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an offering of any equity securities (as such term is defined in Section 3(a) underwritten offering, the notice given to each Holder shall specify the name or names of the Exchange Actmanaging underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of the Company and for the account of its shareholders (other than the Holders of Registrable Shares), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Shares to be included therein must agree (i) to sell such Holder's Registrable Shares on the same basis as provided in the underwriting arrangement approved by the Company, whether and (ii) to timely complete and execute all questionnaires, powers of attorney, 11 indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or not by the SEC, NASD or by any state securities regulatory body; (d) If the Piggy-Back Registration Statement relates to an underwritten offering, the managing underwriter may limit or exclude the Registrable Shares from the Piggy-Back Registration Statement if it deems it desirable and in the best interests of the offering. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by the Company for its own account, and second, as to the balance, if any,pro rata as between Holders, based upon the number of Registrable Shares proposed to be registered by each Holder, and any other shareholders having piggy-back registration rights, based upon the number of shares proposed to be registered by each of them. (e) Holders of Registrable Shares shall have the right to withdraw their Registrable Shares from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Shares; (f) The Holders will advise the Company at the time a registration becomes effective whether the Registrable Shares included in the registration form to will be used underwritten or sold directly by the Holders; (g) All demand and piggy-back registration rights of the Holders shall terminate when all of the Registrable Shares then outstanding may be used for sold pursuant to Rule 144(k) or when all of the Registrable Shares have been sold in registered public offerings. These registration rights are transferable to any Holder of the Registrable Shares. (h) All expenses incurred in connection with the registration of the Registrable Securities, then the Company Shares shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold borne by the Company, other than underwriting discounts and next any other securities pro rata among commissions, registration, filing and qualification fees, and printing expenses applicable to the holders of Piggyback Securities Registrable Shares, and any other Person legal counsel to the selling Holders, which possesses comparable contractual "piggyback" registration rights on shall be borne by the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personselling Holders. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject The Holder of the Registrable Shares is hereby granted the following piggyback registration rights with respects to the provisions Registrable Shares whenever Nations proposes to file a Registration Statement (other than an acquisition shelf Registration Statement which may be filed by Nations pursuant to Rule 415 of the Securities Act or a Registration Statement covering shares of Common Stock which would become issuable pursuant to the Nations stock option plans), provided that in the event that any Registrable Shares are included in any such Registration Statement, the Holder agrees to not to sell any shares of Common Stock for a period of 180 days (or such lesser period agreed to by the underwriters for such offering). Whenever Nations proposes to file a Registration Statement, other than the Registration Statement for its initial public offering (the "IPO") and except for the period ending on the later of one year from the date hereof or the six month period from the effective date of the IPO, Nations will, fifteen (15) days prior to such filing, give written notice to the Holder of its intention to do so and, upon the written request of the Holder given within ten (10) days after Nations provides such notice (which request shall state the intended method of disposition of such Registrable Shares), Nations shall use its reasonable best efforts to cause all Registrable Shares which Nations has been requested to register by the Holder to be registered under the Securities Act to the extent necessary to permit his sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder. In addition, if Nations files a Registration Statement pursuant to Rule 415 of the Securities Act on behalf of the holder of any convertible debt or notes of Nations registering 2 Common Stock issuable or issued upon conversion of such securities, such Registration Statement shall also include all of the Registrable Shares requested by the Holder to be included in such Registration Statement. (b) If, by virtue of this Agreement, the Holder requests and is entitled to inclusion in such registration, Nations and the Holder shall, (together with any other holder of Nations Common Stock provided registration rights by Nations with respect to their shares of the common Stock (the "Stockholders") proposing to distribute their securities through such underwriting) enter into an underwriting agreement with the representative of the underwriter or underwriters selected for such underwriting (the "Representative"). (c) Notwithstanding any other provision of this Agreement, if the Company proposes to file Representative advises Nations in writing that marketing factors require a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) limitation of the Exchange Act) by number of shares to be underwritten, then Nations shall so advise the CompanyHolder and Stockholders, whether or not for its own accountif any, which would otherwise be entitled to registration, and the registration form to be used number of shares of Common Stock that may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company and underwriting, if any, shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by be allocated among the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities Stockholders in such offering if proportion as the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the respective number of shares of Fully-Diluted Common Stock requested each Holder and Stockholder requests to be included in such registration bears to the total number of shares such Holder and Stockholder request be included. All Registrable Shares or any other Common Stock excluded from the underwriting by each reason of the underwriter's marketing limitation shall not be included in such Personregistration. (cd) No registration effected under this Section 3 If any Holder or Stockholder of Common Stock entitled (upon request) to be included in such registration, disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to Nations and the underwriter. The Common Stock so withdrawn shall relieve the Company also be withdrawn from its obligation to effect registrations under Section 2registration.

Piggy Back Registration. If, but without any obligation to do so, the Borrower proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), (except for (i) a registration relating solely to the sale of securities to participants in the Borrower's stock plans or employee benefit plans or (ii) a registration relating solely to an SEC Rule 145 transaction or any rule adopted by the SEC in substitution thereof or in amendment thereto), then: (a) Subject to the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company The Borrower shall give prompt written notice of such proposed filing determination to each Holder of Registrable Securities, and each such Holder shall have the right to request, by written notice given to the Borrower within 15 days of the date that such written notice was mailed by the Borrower to such Holder, that a specific number of Registrable Securities held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any), subject to a 90 day delay in the commencement of the Holder's offering of the shares at the underwriter's request; (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition such notice shall also specify the number of securities to be registered for the account of the Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by the Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities. Upon Securities in such offering would adversely affect the written request ability of any the underwriters for such Holder made within 20 days after offering to sell all of the receipt of any securities requested to be included for sale in such notice, subject to Section 3(b) hereofoffering at the best price obtainable therefor, the Company aggregate number of Registrable Securities that may be sold by the Holders shall include be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of Registrable Securities proposed to be sold in each such registration underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by the Borrower for its own account and for the account of other stockholders (a "Piggyback Registration") all other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; provided, however, that in the registration for such offering. (b) The Company shall use its best efforts to cause event that the Managing Underwriter number of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof proposed to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities sold in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can of securities that may be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, pursuant to the extent terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by the Borrower of its securities for its own account, there shall be included in the offering, first, up to the maximum number which the Company is so advised can of securities to be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the CompanyBorrower for its own account and second, and next any up to 400,000 shares of common stock to be sold for the account of -------------------------------------------------------------------------------- 23 24 Agreement (continued) -------------------------------------------------------------------------------- Borrower's common shares stock holders other than the Holders of Registrable Securities as to the balance, if any, securities pro rata among to be sold for the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis account of the number Borrower's stockholders (both the Holders of shares Registrable Securities requested and such other stockholders of Fully-Diluted Common Stock the Borrower requested to be included in such registration by each such Person.therein) on a pro rata basis; and (ce) No registration effected under this Section 3 Holders of Registrable Securities shall relieve have the Company right to withdraw their Registrable Securities from its obligation the Piggy-Back Registration Statement, but if the same relates to effect registrations under Section 2an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities.

Piggy Back Registration. (a) Subject to If at any time during the provisions of this Agreement, if Registration Period the Company proposes shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act with respect to an offering of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration issued solely in connection with any acquisition of the Registrable Securitiesany entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall give prompt send to Advantage written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made determination and, if within 20 ten (10) days after the receipt of any such notice, subject to Section 3(b) hereofAdvantage shall so request in writing, the Company shall include in each such registration (a "Piggyback Registration") Registration Statement all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter or any part of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof Advantage requests to be included registered, except that if, in connection with any underwritten public offering for the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by account of the Company to such Holder ("Piggyback Securities"), to be included the managing underwriter(s) thereof shall impose a limitation on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to 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 shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities; 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, 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 each the Company with the holder of such Person. (c) No registration effected 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 3 shall relieve 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 its obligation any Registration Statement in accordance with this Section then it shall be entitled to effect registrations under Section 2include in an additional Registration Statement filed by the Company the Registrable Securities so excluded.

Piggy Back Registration. a. If at any time within one (a1) Subject to year of the provisions of this Agreement, if date hereof the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and the registration form to be used may be used account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Registrable SecuritiesCompany's existing shareholders), then the Company shall in each case give prompt written notice of such proposed filing to the Holders of Registrable Securities at least twenty (20) days before the anticipated filing date, and such notice shall offer the Holders the opportunity to register such number of Registrable Securities. Upon the written request of any Securities as each such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the may request. The Company shall include in each such registration (use reasonable diligence to cause the managing underwriter or underwriters of a "Piggyback Registration") all proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included include such securities in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to the Holders of Registrable Securities that the total amount of securities which they or the Company and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of Registrable Securities to be offered for the accounts of the Holders of Registrable Securities shall be reduced to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. The Holders acknowledge and agree that if the managing underwriter determines that it is necessary to reduce the number of securities to be registered on behalf of the Holders of Registrable Securities and any other Persons, such reduction will not take place pro rata, but instead will be done with a preference being given to those other Persons who are holders of securities of the Company which were issued prior to the execution of this Agreement or which are issuable pursuant to contracts entered into prior to the execution of this Agreement. From and after the date of this Agreement, the Company agrees that it shall not, without the prior written consent of the Holders, enter into any agreement with any holder or prospective holders of any securities of the Company which would grant to such holder or prospective holders any piggy-back registration rights having a preference or priority over the piggy-back registration rights granted to the Holders pursuant to this Section 2; provided, however, that the foregoing covenant and agreement shall not, in any manner, alter or otherwise affect the preference or priorities previously granted to other Persons prior to the execution of this Agreement. b. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to include such Holder's Piggyback Registrable Securities in such offering any registration statement if the Managing Underwriter proposed registration is (a) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a shareholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (d) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's shareholders from a coercive or other attempt to take control of the Company. c. The Company may withdraw any registration statement and abandon any proposed underwritten offering advises initiated by the Company without the consent of the Holder of Registrable Securities, notwithstanding the request of the Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that such action is in the best interests of the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement shareholders (for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companythis purpose, the Company will include in such registration, to the extent interest of the number which the Company is so advised can Holder shall not be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personconsidered). (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own accountaccount 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, and the registration replacement or successor form to be used that may be used for adopted by the Commission), (ii) a registration statement filed in connection with an exchange offer or offering of Securities solely to the Registrable SecuritiesCompany’s existing securityholders or (iii) a registration statement relating to a Demand Registration), then the Company shall give prompt 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 the shares of Registrable Securities. Upon the written request of any Common Stock as each such Holder made within 20 days after may request (which request shall specify the receipt number of any shares of Registrable Common Stock intended to be disposed of by such notice, subject to Section 3(bHolder and the intended method of distribution thereof) hereof, the Company shall include in each such registration (a "Piggyback “Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ”). The Company shall use its best all reasonable efforts to cause the Managing managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Common Stock requested by the Holder Holders thereof to be included in a Piggy-Back Registration (the registration statement for such offering under Section 3(a“Piggy-Back Holders”) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities Securities of the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Common Stock in accordance with the intended method of distribution thereof. Notwithstanding Any Holder shall have the foregoingright to withdraw its request for inclusion of its Registrable Common Stock in any registration statement pursuant to this Section 3 by giving written notice to the Company of its request to withdraw. Subject to the provisions of Section 2 hereof, the Company shall not be required may withdraw a Piggy-Back Registration at any time prior to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises time it becomes effective; provided, that the Company shall reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including reasonable counsel fees and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for expenses) incurred prior to such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectwithdrawal. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 3, and no failure to effect a registration under this Section 3, shall relieve the Company from of its obligation obligations pursuant to Section 2 hereof, and no failure to effect registrations a registration under this Section 23 and to complete the sale of shares of Registrable Common Stock in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company’s obligations under Sections 6 and 7 hereof).

Piggy Back Registration. (a) Subject to a. Upon a Shelf Registration Default, the provisions holders of this Agreementthe Registrable Shares shall have piggy-back registration rights as provided for herein. In the event that piggy-back rights are available hereunder, if whenever the Company proposes to file a registration statement under the Securities Act with respect Registration Statement (other than pursuant to an offering of Section 3, on Form S-8 or relating to any equity securities (as registered exchange offer) it will, prior to such term is defined in Section 3(a) of the Exchange Act) by the Companyfiling, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice to all Stockholders of such proposed filing its intention to Holders of the Registrable Securities. Upon do so and, upon the written request of any such Holder made a Stockholder or Stockholders given within 20 days after the receipt Company provides such notice (which request shall state the intended method of any disposition of such notice, subject to Section 3(b) hereofRegistrable Shares), the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause all Registrable Shares which the Managing Underwriter of a proposed underwritten offering Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the Registrable Securities requested by the Holder thereof to be included intended methods of distribution specified in the request of such Stockholder or Stockholders; PROVIDED, HOWEVER, that the Company shall have the right postpone or withdraw any registration statement for such offering under Section 3(a) or effected pursuant to other piggyback this Section 4 without any obligation to any Stockholder whatsoever. b. In connection with any registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoingunder this Section 4 involving an underwritten offering, the Company shall not be required to include such Holder's Piggyback Securities any Registrable Shares in such offering if registration unless the Managing Underwriter holders thereof accept the terms of a proposed underwritten offering advises the underwriting as agreed upon between the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securitiesunderwriters selected by it. If, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant opinion of the Managing Underwriter, it is appropriate because of marketing factors to any contractual "piggyback" rights limit the number of such Person, Registrable Shares to be included in such offering exceeds the offering, then the Company shall be required to include in the registration only that number of Registrable Shares, if any, which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can believes should be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Companyincluded therein, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of shall be entitled to include before such Registrable Shares up to the number of shares of Fully-Diluted Common Stock to be issued by the Company in the offering. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration and other holders of securities entitled to be included in such registration by each such Personshall participate in the registration pro rata based upon their total ownership of shares of Common Stock. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to Piggy-Back Rights. If, at any time during the provisions of this AgreementRegistration Period, if the Company REIT proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering of any equity Common Shares, or securities (as such term is defined in Section 3(a) of the Exchange Act) or other obligations exercisable or exchangeable for, or convertible into, Common Shares, by the Company, whether or not REIT for its own account or for any other shareholder of REIT for such shareholder’s account, and the registration form other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to be used may be used REIT’s existing shareholders, (iii) for the registration an offering of the Registrable Securitiesdebt securities convertible into equity securities of REIT, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form), then the Company REIT shall (x) give prompt written notice of such proposed filing to Holders each Shareholder as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter(s), if any, of the offering and (y) offer to each Shareholder in such notice the opportunity to register the sale of such number of its Registrable Securities as Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). If a Shareholder so requests to register the sale of some of its Registrable Securities. Upon the written request of any , REIT shall cause such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company Registration Statement and shall use its best commercially reasonable efforts to cause the Managing Underwriter managing Underwriter(s) of a the proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), Piggy-Back Registration to be included on the same terms and conditions as any similar securities included therein. Notwithstanding of REIT and other shareholders of REIT and to permit the foregoing, the Company shall not be required to include sale or other disposition of such Holder's Piggyback Registrable Securities in such offering if accordance with the Managing Underwriter intended method(s) of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectdistribution thereof. If the Managing Underwriter so advises Piggy-Back Registration involves one or more Underwriters, Shareholder shall enter into an underwriting agreement in customary form with the CompanyUnderwriter(s) selected for such Piggy-Back Registration by REIT, complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the Company will include terms of such underwriting agreement and furnish to REIT such information as REIT may reasonably request in writing for inclusion in the Registration Statement or such registration, to the extent of the number which the Company information that is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personotherwise customary. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject If, at any time prior to the provisions end of this Agreementthe Registration Period, if the Company EuroGas proposes to file a registration statement under the Securities Act with respect to an offering for its own account or for the account of any other person or entity of any class of its equity securities, including any securities convertible into or exchangeable for any of its equity securities (as such term is defined in Section 3(aother than (i) of the Exchange Act) a registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Company, whether Commission) or not for its own account, and the (ii) a registration form statement filed in connection with an exchange offer or an offering of securities solely to be used may be used for the registration of the Registrable SecuritiesEuroGas' existing security holders), then the Company EuroGas shall in each case give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable, but in no event later than 30 days prior to the anticipated filing date, and such notice shall offer to such Holders the opportunity to register the resale of such number of Registrable SecuritiesSecurities as each such Holder may request. Upon the written request of any such a Holder made within 20 days after the receipt of any such noticenotice by the Holder, subject to Section 3(b) hereof, the Company EuroGas shall include in each such any registration (a "Piggyback Registration"described in the first sentence of this Section 3(a) all Registrable Securities requested by such Holder to be included in therein, subject to the registration for such offeringprovisions of Section 3(b) hereof. (b) The Company In the case of a proposed underwritten offering, EuroGas shall use its best efforts to cause the Managing Underwriter managing underwriter or underwriters of a proposed underwritten such offering to permit the all Registrable Securities requested by the a Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of EuroGas included therein. Notwithstanding Notwith- standing the foregoing, if the Company shall not managing underwriter or underwriters of such offering determine in writing that the success of the offering would be required materially and adversely affected by inclusion of the Registrable Securities requested to include such Holder's Piggyback Securities be included, then the securities offered for the account of the Holders in such offering if shall be reduced to the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion extent necessary to reduce the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of amount recommended by such managing underwriter or underwriters; provided, however, that the number proportion by which the Company is so advised can amount of Registrable Securities intended to be sold in such offering without causing a Material Adverse Effect, first the securities being sold offered by the Company, and next any other Holders is reduced shall not exceed the proportion by which the amount of securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested intended to be included in such registration offered by each such Personany person or entity other than EuroGas is reduced. (c) No To the extent not inconsistent with applicable law, each Selling Holder whose securities are included in a registration effected under statement pursuant to this Section 3 shall relieve the Company from its obligation agrees not to effect registrations any public sale or distribution of the security being registered, including a sale pursuant to Rule 144 under Section 2the Securities Act, during the 15 days prior to and during the 90-day period (or such shorter period as may be required by the managing underwriter or underwriters with respect to any officer or director or shareholder of EuroGas) beginning on, the effective date of a registration statement (except, in each case, as part of such registration), if and to the extent requested by the managing underwriter or underwriters for an underwritten public offering.

Piggy Back Registration. (ai) Subject If, at any time prior to the provisions of this AgreementDecember 31, if the Company 2010, InvestCo proposes to file a registration statement under the Securities Act with respect to an offering by InvestCo or any other party of InvestCo Stock (other than a registration statement on Form S-4 or S-8 or any equity successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities (as such term is defined in Section 3(a) solely to the existing stockholders or employees of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable SecuritiesInvestCo), then the Company InvestCo, on each such occasion, shall give prompt written notice (each, a "Piggy-Back Notice") of such proposed filing to Holders the Warrant Holder at least fifteen days before the anticipated filing date of such registration statement, and such Piggy-Back Notice also shall be required to offer to the Registrable Securities. Upon Warrant Holder the written request opportunity to register such aggregate number of any such shares of InvestCo Stock as the Warrant Holder made within 20 days after the receipt of any such noticemay request, subject to Section 3(bthe terms hereof. The Warrant Holder shall have the right, exercisable for the five days immediately following the giving of the Piggy-Back Notice, to request, by written notice (each, a "Warrant Holder Notice") hereofto InvestCo, the Company shall include inclusion of all or any portion of the shares of InvestCo Stock owned by the Warrant Holder in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company statement. InvestCo shall use its best reasonable efforts to cause the Managing Underwriter managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested by inclusion of the Warrant Holder’s InvestCo shares which were the subject of the Warrant Holder thereof to be included Notice in the registration statement for such underwritten offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of InvestCo included therein. Notwithstanding anything to the foregoingcontrary contained in this Section 1.5, if the Company shall not be required managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Warrant Holder that the total amount and kind of securities which they, InvestCo and any other person intend to include such Holder's Piggyback Securities in such offering if is such as to materially and adversely affect the Managing Underwriter success of a proposed underwritten offering advises such offering, then the Company amount of securities to be offered for the account of the Warrant Holder and persons other than InvestCo shall be eliminated or reduced pro rata (based on the holders amount of Piggyback Securities in writing that in its opinion securities owned by the Warrant Holder and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold amount recommended by such managing underwriter(s) in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personits written opinion. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this AgreementIf at any time, if the Company proposes to file a registration statement statement, other than the Registration Statement on behalf of the Pledged Shares and the Retained Shares, on Form S-1, S-2 or S-3, their successor forms or any other form under the Securities Act Secuxxxxxx Xct appropriate for a primary public offering by the Company (other than for the purpose of making an acquisition or in connection with option plans) with respect to an underwritten offering of any equity securities (as such term is defined in Section 3(a) Common Stock, whether for the account of the Exchange Act) by the Company, whether Company or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereofother person (a "Proposed Registration"), the Company shall include in each advise the Holders by written notice at least 20 days prior to the filing of any such registration statement, and such notice shall offer the Holders the opportunity to register such number of the Pledged Shares, the Retained Shares and the Released Shares, if any, as such Holder may request (which request shall specify the number of shares intended to be disposed of by the Holders and the intended method of distribution thereof) (a "Piggyback Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ). The Company shall use its best efforts to cause the Managing Underwriter managing underwriter or underwriters of a proposed underwritten offering any Proposed Registration to permit the Registrable Securities Pledged Shares, the Retained Shares and the Released Shares, if any (collectively, the "Piggy-Back Shares"), requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), 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 thereintherein and to permit the sale or other disposition of such Piggy-Back Shares in accordance with the 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 the Piggy-Back Shares to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided that the Company shall give prompt notice thereof to the Holders. Notwithstanding the foregoing, the Company shall not be required have no obligations to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, Universal under this Agreement with respect to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such PersonReleased Shares. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject If Cira xxxermines to register any of its securities either for its own account or the account of security holders exercising their respective contractual registration rights, other than a registration relating solely to employee benefit plans, a Rule 145 transaction or an exchange offer, or a registration on any registration form that does not permit secondary sales, Cira xxxll promptly give written notice thereof to Neoprobe, and use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in paragraph (b) of this Section 6.2, and in any underwriting involved therein, all the Registrable Securities specified in a written request, made by Neoprobe within twenty (20) days after the written notice from Cira xx given. Such written request may specify all or a part of Neoprobe's Registrable Securities. (b) If the registration of which Cira xxxes notice is for a registered public offering involving an underwriting, Cira xxxll so advise Neoprobe as a part of the written notice given pursuant to paragraph (a) of this Section 6.2. In such event, the right of Neoprobe to participate in such registration pursuant to this Section 6.2 shall be conditioned upon Neoprobe's participation in such underwriting and the inclusion of Neoprobe's Registrable Securities in the underwriting to the provisions extent provided herein. Neoprobe shall (together with Cira xxx the other holders of securities of Cira xxxh contractual registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriters selected by Cira. (c) Notwithstanding any other provision of this AgreementSection 6.2, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) representative of the Exchange Actunderwriters advises Cira xx writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) by exclude all Registrable Securities from, or limit the Companynumber of Registrable Securities to be included in, whether or not for its own accountthe registration and underwriting. Cira xxxll so advise all holders of securities requesting registration, and the registration form to be used may be used for the registration number of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested shares or securities that are entitled to be included in the registration for such offering. (b) The Company and underwriting shall use its best efforts be allocated first to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the Cira xxx securities being sold for its own account and thereafter among selling stockholders on a pro-rata basis according to their total holdings. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from Cira xx the Company, underwriter. If shares are so withdrawn from the registration and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of if the number of shares of Fully-Diluted Common Stock requested Registrable Securities to be included in such registration by each was previously reduced as a result of marketing factors, Cira xxxll then offer (subject to the availability of a reasonable amount of time to make such Personoffer before the commencement of a distribution) to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting inclusion on a pro-rata basis according to their total holdings. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to Within twelve (12) years from the provisions date of this Agreement, if whenever the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities Registration Statement (as defined below), it will, prior to such term is defined in Section 3(a) of the Exchange Act) by the Companyfiling, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice to the Optionee of such proposed filing its intention to Holders of the Registrable Securities. Upon do so and, upon the written request of any such Holder made the Optionee given within 20 5 days after the receipt Company provides such notice (which request shall state the intended method of any such notice, subject to Section 3(b) hereofdisposition of the Registrable Shares (defined below)), the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause all such shares of Common Stock underlying the Managing Underwriter of a proposed underwritten offering to permit Options (the "Registrable Securities Shares") which the Company has been requested by the Holder thereof Optionee to register to be included registered under the Securities Act of 1933, as amended, to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of the Optionee; PROVIDED, HOWEVER, that the Company shall have the right postpone or withdraw any registration statement for such offering under Section 3(a) or effected pursuant to other piggyback this SECTION 7 without any obligation to the Optionee whatsoever. (b) In connection with any registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoingunder this SECTION 7 involving an underwritten offering, the Company shall not be required to include such Holder's Piggyback Securities any Registrable Shares in such offering if registration unless the Managing Underwriter holder thereof accepts the terms of a proposed underwritten offering advises the underwriting as agreed upon between the Company and the holders of Piggyback Securities in writing that in its opinion underwriters selected by the total amount of securitiesCompany. If, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant opinion of the managing underwriter, it is appropriate because of marketing factors to any contractual "piggyback" rights limit the number of such Person, Registrable Shares to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companyoffering, then the Company will shall be required to include in such registrationthe registration only that number of Registrable Shares, to the extent of the number if any, which the Company is so advised can managing underwriter believes should be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Companyincluded therein, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of shall be entitled to include before such Registrable Shares up to the number of shares of Fully-Diluted Common Stock to be issued by the Company in the offering; PROVIDED, HOWEVER, that no persons or entities other than the Company and the Optionee shall be permitted to include securities in the offering. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holder of Registrable Shares has requested to be included, then the holder of Registrable Shares who has requested registration and other holders of securities entitled to be included in such registration by each such Personshall participate in the registration pro rata based upon their total ownership of shares of Common Stock subject to the managing underwriter's discretion. (c) No For the purposes of this SECTION 7 the term "Registration Statement" means a registration effected under this Section 3 shall relieve statement filed by the Company from with the Securities and Exchange Commission for a public offering and sale of Common Stock (other than a Registration Statement on Form S-4, or its obligation successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to effect registrations under Section 2be issued in exchange for securities or assets of another corporation).

Piggy Back Registration. (a) Subject to If at any time during the provisions of this Agreementfirst year following the Conversion Date, if the Company proposes to file a registration statement register any of its securities under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders 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 no more than thirty-percent (30%) 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) (a "Piggy-Back Registration"). If at any time following the one-year anniversary of the Conversion Date, the 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 Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, then the Company shall include give prompt written notice of such proposed filing to Sellers as soon as practicable (but in each no event less than thirty (30) days before the anticipated filing date), and such registration (a "Piggyback Registration") all notice shall offer Sellers the opportunity to register up to 100% of the Registrable Securities requested as Sellers may request (which request shall specify the Registrable Securities intended to be included in disposed of by Sellers and the registration for such offering. (b) intended method of distribution thereof). The Company shall use its best efforts to cause the Managing managing Underwriter or Underwriters of a proposed underwritten offering to permit the such Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, of the Company shall not be required or any other security holder included therein and to include permit the sale or other disposition of such Holder's Piggyback Registrable Securities in such offering if accordance with the Managing Underwriter intended method of a proposed underwritten offering advises 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 and the holders of Piggyback Securities their request to withdraw, provided that, except as otherwise set forth in writing that in its opinion the total amount of securitiesSection 2.3(c), including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights event of such Personwithdrawal, Sellers shall be responsible for all fees and expenses (including fees and expenses of counsel) incurred by Sellers prior to be included in such offering exceeds the number which can be sold in such offering without causing withdrawal. The Company may withdraw a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, Piggy-Back Registration at any time prior to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Persontime it becomes effective. (cb) No failure to effect a registration effected under this Section 3 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company from its of any other obligation to effect registrations under Section 2this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. (a) Subject to If during the provisions of this Agreement, if Registration Period the Company Corporation proposes to file a registration statement under Prospectus (which may include a Prospectus Supplement) in Canada and/or with the Securities Act SEC in order to permit the issuance of its Common Shares pursuant to a public offering (other than a Prospectus or Prospectus Supplement filed in connection with respect to an offering of any equity securities (as such term is defined in Section 3(aat-the-market sales program) of the Exchange Act) by the Company, whether or not for its own accountaccount or the account of another (unless the legal form of the prospectus specifically excludes the offering of Registrable Securities under such Prospectus), the Corporation shall give prompt notice of its intention to do so to the Holders and shall use reasonable efforts to include in the registration form proposed distribution such number of Designated Registrable Securities (the “Piggy Back Registrable Securities”) as the Holders shall request (such offering hereinafter referred to as a “Piggy Back Registration”) within five business days after the giving of such notice (provided that if the Corporation expects such offering to be used may be used for conducted as a block trade or bought deal and such expectation is indicated in the registration of the Registrable Securitiesapplicable notice, then the Company Holders shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days have one business day after the receipt giving of any notice by the Corporation to provide such noticerequest), subject to Section 3(bupon the same terms (including the method of distribution) hereofas such distribution (such Holders being the “Piggy Back Holders”). If the managing underwriter or underwriters advise(s) the Corporation that, in such firm’s reasonable and good faith view, the Company shall include in each such registration (a "Piggyback Registration") all number of Piggy Back Registrable Securities and other securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering Piggy Back Registration exceeds the number which that can be sold in such offering without causing having a Material Adverse Effect. If material adverse effect upon the Managing Underwriter so advises price, timing or distribution of the Companyoffering and sale of the Piggy Back Registrable Securities and other securities or otherwise materially adversely affect its success, then the Company will Corporation shall include in such registrationPiggy Back Registration: (i) first, the Common Shares to be included by the extent of Corporation in such Piggy Back Registration; (ii) second, the number which the Company is so advised Piggy Back Registrable Securities sought to be included that can be sold in such offering without causing a Material Adverse Effecthaving the adverse effect referred to above, first the securities being sold by the Company, and next any other securities allocated pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights all such Piggy Back Holders on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration Registrable Securities owned by each such PersonPiggy Back Holder or in such manner as they may otherwise agree in writing. (b) Any Holder of Registrable Securities shall have the right to withdraw from a Piggy Back Registration for any or no reason whatsoever upon written confirmation to the Corporation and the managing underwriter or underwriters (if any) of the Holder’s intention to withdraw from such Piggy Back Registration prior to (i) in the case of an underwritten offering, the date on which the roadshow for the offering is launched, and (ii) otherwise, the date of any Qualifying Prospectus with respect to such Piggy Back Registration (c) No registration effected The Corporation may at any time prior to the effective date of any Qualifying Prospectus, at its sole discretion and without the consent of the Holders, withdraw such Prospectus and abandon the proposed distribution in which the Holders requested to participate. (d) The failure of the Holders to respond within the periods referred to in Section 2.2(a) shall be deemed to be a waiver of the Holders’ rights, in respect of the specific offering only, under subsection Section 2.2(a) with respect to such Piggy Back Registration. The Holders may also waive their rights, in respect of the specific offering only, under this Section 3 2.2(a) by giving written notice to the Corporation. (e) No offering of Registrable Securities under this Section 2.2(a) shall relieve the Company from Corporation of its obligation obligations to effect registrations Demand Registrations pursuant to Section 2.1(a). (f) In the event that the Prospectus proposed to be filed by the Corporation in Canada will not be filed with the SEC with a corresponding Registration Statement, then the Piggy Back Registration will not be required to include registration of the Piggy Back Registrable Securities under Section 2the U.S. Securities Act.

Piggy Back Registration. If Borrower proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in Borrower's stock or stock option plans or employee benefit plans or (ii) a registration relating solely to a transaction for which Form S-4 may be used, then: (a) Subject to the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company Borrower shall give prompt written notice of such proposed filing determination to each Holder of Registrable Securities, and each such Holder shall have the right to request, by written notice given to Borrower within 15 days of the date that such written notice was mailed by Borrower to such Holder, that a specific number of Registrable Securities held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any) and the states in which such Registrable Securities are to be sold; (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, lock-up agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities. Upon Securities in such offering would materially adversely affect the written request ability of any the underwriters for such Holder made within 20 days after offering to sell all of the receipt of any securities requested to be included for sale in such notice, subject to Section 3(b) hereofoffering at the best price obtainable therefor, the Company aggregate number of Registrable Securities that may be sold by the Holders shall include be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to be sold in each such registration underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by Borrower for its own account and for the account of other stockholders (a "Piggyback Registration"other than Agreement (Continued) all -------------------------------------------------------------------------------- Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; PROVIDED, HOWEVER, that in the registration for such offering. (b) The Company shall use its best efforts to cause event that the Managing Underwriter number of a securities proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities sold in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can of securities that may be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, pursuant to the extent terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities for its own account, there shall be included in the offering, first, up to the maximum number which the Company is so advised can of securities to be sold in by Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower's stockholders (both the Holders of Registrable Securities requested and such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders stockholders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock Borrower requested to be included in such registration by each such Person.therein) on a PRO RATA basis; (ce) No Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration effected under this Section 3 rights of the Holders with respect to any specific underwritten offering shall relieve be subject to a 90-day delay at the Company from its obligation request of the managing underwriter; (g) All demand and piggy-back registration rights of the Holders shall terminate when all of the Registrable Securities Then Outstanding may be sold pursuant to effect registrations under Section 2Rule 144(k).

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes intends to file on its behalf or on behalf of any of its stockholders (including Covered Holders with respect to Registrable Secu- rities) a registration statement in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) Registrable Securities of the Exchange Act) same class held by the Companysuch Covered Holder, whether other than a registration statement on Form S-8 or not Form S-4 or any successor form or other forms promulgated for its own account, and the registration form to be used may be used for the registration of the Registrable Securitiessimilar purposes, then the Company shall give prompt written notice (an "Intended Offering Notice") of such intention to each Covered Holder at least 30 business days prior to the anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in such registration statement for offer to the public such number or amount of Registrable Securities as each such Covered Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and (if available or as soon as available) a good faith estimate (which may be a range) by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Any Covered Holder desiring to have Registrable Securities included in such registration statement and offered to the public shall so advise the Company in writing (the written notice of any such proposed filing Covered Holder being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to the Covered Holders of the Intended Offering Notice, setting forth the number of Registrable SecuritiesSecurities such Covered Holder desires to have included in the registration statement and offered to the public. Upon the written request of the Company, such Covered Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Covered Holder shall be entitled to be named as a selling stockholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Covered Holder is an Electing Holder. (b) No Covered Holder shall be entitled to be named as a selling stockholder in the Registration Statement as of the Effective Time, and no Covered Holder shall be entitled to use the Prospectus forming a part thereof for sales of Registrable Securities at any time, unless such Covered Holder made within 20 has returned a completed and signed Notice and Questionnaire to the Company at least two business days after before the receipt anticipated filing date specified in the Intended Offering Notice. (c) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company in writing that in its or their opinion the number of any securities proposed to be registered exceeds the number that can be sold in such notice, subject to Section 3(b) hereofoffering, the Company shall include in each such Registration the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold as follows: (i) first, the securities that the Company proposes to sell on its behalf or, if the offering is a demand registration the securities proposed to be sold for the stockholder or stockholders initiating such demand registration, as the case may be, (a "Piggyback Registration"ii) all Registrable second, the Applicable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities")Registration, to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Electing Holders who are Covered Holders which have requested their Applicable Securities to be included therein, and any (iii) third, other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock securities requested to be included in such registration by each such PersonRegistration. (cd) No The rights of the Covered Holders pursuant to Section 2 hereof and this Section 3 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section. Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any registration effected (other than pursuant to Section 2 hereof) as to which any right under this Section 3 shall relieve may exist at any time and for any reason without liability hereunder. In such event, the Company from its obligation shall so notify each Covered Holder that has delivered a Piggy-back Notice to effect registrations under Section 2participate therein.

Piggy Back Registration. (a) Subject So long as the Investors are the holders of any shares of Common Stock received upon the conversion of the Series B Stock or the exercise of the Warrants (such shares of Common Stock being referred to herein as the provisions of this Agreement"Registrable Securities"), if the Company proposes shall register any of its securities for sale pursuant to file a any appropriate registration statement under the Securities Act with respect of 1933, as amended (the "Securities Act"), the Company shall be required to an offering of offer to such Investors the opportunity to register any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of all the Registrable Securities, then without cost to the Investors thereof. In connection with these piggy-back registration rights, the Company shall give prompt written all of the Investors notice by certified mail at least thirty (30) business days prior to the filing of such proposed filing Registration Statement under the Act. The Investors shall then have twenty-five (25) days to Holders elect to include all or a portion of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all its Registrable Securities requested to be included for sale in the registration for such offeringRegistration Statement. (b) The Company registration requirement shall use its best efforts not apply to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested Registration Statement filed by the Holder thereof Company pursuant to be included Form S-8 or S-4 or any successor form or forms with the sole and express purpose of registering shares in connection with acquisition transactions or for employees or for stock incentive plans, or any other inappropriate form. (c) If the registration statement for such as to which the Company gives notice to the Investors under Paragraph 1(a), above, is to be a registered public offering under Section 3(a) or pursuant to other piggyback involving an underwriter, these registration rights granted shall be subject to the underwriter's discretion. To the extent the underwriter elects to exclude any Registrable Securities from any registration statement, the number of shares to be registered will be allocated among the holders of Series B Stock and Warrants requesting registration on a pro rata basis in accordance with their relative holdings. In the event any Registrable Securities are so excluded, the Series B Stock and Warrant holders "piggy-back" registration rights shall be exercisable with respect to the Company's next registration statement. Any subsequent registration statements underwritten shall be subject to the same limitations in the discretion of any underwriter. (d) This Agreement shall terminate with respect to any Investor and his Registrable Securities upon the earliest of (i) the first such instance as such Investor ceases to own any Registrable Securities or such Investor beneficially owns (as contemplated by the Company Securities Exchange Act) less than 1% of the issued and outstanding Common Stock, and (ii) with respect to Investors that beneficially own (as contemplated by the Securities Exchange Act) less than 5% of the issued and outstanding Common Stock (other than with respect to any such Holder Investor that is an affiliate ("Piggyback Securities"as contemplated by the Exchange Act) of the Company), to be included on the same terms and conditions as any similar securities included thereinsecond anniversary (or if the holding period for non-affiliates contemplated by Rule 144(d)(1) under the Securities Act is amended, such amount of time) of the date such Investor purchased the last Registrable Security that such Investor purchased from the Company. Notwithstanding the foregoing, the Company shall not be required to include such HolderCompany's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securitiesInvestors' rights, including Piggyback Securities duties and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations obligations under Section 26 of this agreement shall survive the termination of this Agreement.

Piggy Back Registration. (a) Subject If at any time prior to the provisions of this Agreement, if Termination Date the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and account or for the account of any of its securityholders of Capital Stock (other than (i) a registration statement on Form S-4 or S-8 (or F-4 or F-8) (or any substitute form to be used that may be used for adopted by the SEC) or any other publicly registered offering pursuant to the Securities Act pertaining to the issuance of shares of Capital Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan or (ii) a registration statement filed in connection with an offer of securities solely to the Registrable SecuritiesCompany's existing securityholders), then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities of the same class intended to be offered by the Company as soon as practicable (but in no event fewer than 15 days before the anticipated filing date or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 (or F-3) under the Securities Act. Such notice shall offer such Holders the opportunity to register such number of shares of the applicable class of Registrable Securities. Upon the written request of any Securities as each such Holder made may request, and such request must be received by the Company within 20 days after such written notice was received by such Holder, (which request shall specify the receipt number of any such notice, subject Registrable Securities intended to Section 3(bbe disposed of by such Selling Holder and the intended method of distribution thereof) hereof, the Company shall include in each such registration (a "Piggyback RegistrationPIGGY-BACK REGISTRATION"). The Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities and shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act in the qualifying jurisdictions until at least the earlier of (A) 60 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its commercially reasonable efforts to cause the managing underwriter or underwriters, if any, of such proposed offering to permit the Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding Any Selling Holder shall have the foregoingright to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.3 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 or the Company may elect to delay the registration; PROVIDED, HOWEVER, that the Company shall not be required give prompt written notice thereof to include participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.3, and each Holder of Registrable Securities shall pay all brokerage and sales commissions, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Piggyback Registrable Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, a Registration Statement effected pursuant to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectthis Section 2.3. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 2.3, and no failure to effect a registration under this Section 2.3, shall relieve the Company from of its obligation to effect registrations a registration upon the request of Holders of Registrable Securities pursuant to Sections 2.1 and 2.2 hereof, and no failure to effect a registration under this Section 22.3 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes ----------------------- to file a registration statement 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 Company's existing securityholders) for sale on the same terms and conditions as such term is defined in Section 3(a) the securities of the Exchange Act) by the Company, whether Company or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securitiesany other selling securityholder included therein, then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities. Upon Securities intended to be disposed of by such Selling Holder and the written request intended method of any such Holder made within 20 days after the receipt of any such noticedistribution thereof), subject to Section 3(b) hereof, the Company shall include in each such registration reduction as hereinafter set forth (a "Piggyback Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ). The Company shall use its best efforts to cause the Managing Underwriter managing underwriter or underwriters (if any) of a such proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), 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 thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof except as otherwise provided in Section 2.3. Notwithstanding Any Selling Holder shall have the foregoing, right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section2.2 by giving written notice to the Company 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 that the Company shall not be required give prompt notice thereof -------- to include participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities 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 Piggyback Registrable Securities in such offering if the Managing Underwriter of pursuant to a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering effected pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectthis Section2.2. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 Section2.2, and no failure to effect a registration under this Section2.2, shall relieve the Company from its obligation to effect registrations under Section 2.of its

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes to ----------------------- file a registration statement Registration Statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own accountaccount 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, and (b) a registration statement filed in connection with an offer of securities solely to the 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 form statement relating to be used may be used such Initial Public Equity Offering solely covers securities proposed for sale by the Company for its own account and not for the registration account of any of its securityholders) for sale on the same terms and conditions as the securities of the Registrable SecuritiesCompany or any other selling securityholder included therein, then the Company shall give prompt 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. Upon the written request Securities intended to be disposed of any by such Holder made within 20 days after and the receipt intended method of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ). The ----------------------- Company shall use its best efforts to cause the Managing Underwriter managing underwriter or underwriters of a such proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, 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 not be required have the right to include 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; 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 Piggyback Registrable Securities in such offering if the Managing Underwriter of pursuant to a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering effected pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectthis Section 2.2. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company from of its obligation to effect registrations a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 22.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if a. If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and the registration form to be used may be used account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Registrable SecuritiesCompany's existing stockholders), then the Company shall in each case give prompt written notice of such proposed filing to each of the Holders of Registrable Securities at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities. Upon the written request of any Securities as each such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the may request. The Company shall include in each such registration (use reasonable diligence to cause the managing underwriter or underwriters of a "Piggyback Registration") all proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included include such securities in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to the Holders of Registrable Securities that the total amount of securities which they and the Company and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of Registrable Securities to be offered for the accounts of Holders of Registrable Securities and other Persons who have the contractual right to have securities included in the offering shall, to the extent not inconsistent with the contractual obligations of the Company existing on the date hereof, be reduced pro rata based on the amount of securities each has requested to be included in the offering pursuant to such contractual rights to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. b. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to include such Holder's Piggyback Registrable Securities in such offering any registration statement if the Managing Underwriter proposed registration is (a) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a stockholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (d) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's stockholders from a coercive or other attempt to take control of the Company. c. The Company may withdraw any registration statement and abandon any proposed underwritten offering advises initiated by the Company without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that such action is in the best interests of the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement stockholders (for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companythis purpose, the Company will include in such registration, to the extent interest of the number which the Company is so advised can Holders shall not be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personconsidered). (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act Act, including a Registration Statement pursuant to Section 7.1(a), with respect to an underwritten offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and account or for the account of any of its equity holders (other than a registration statement on Form S-4 or S-8 or any substitute form to be used that may be used for adopted by the Commission or any registration statement filed in connection with an exchange offer or offering of securities solely to the Registrable SecuritiesCompany's existing security holders), then the Company shall give prompt written notice of such proposed filing to Holders the holders of Registrable Securities as soon as practicable (but in no event less than 15 days before the anticipated initial filing date of such registration statement), and such notice shall offer such holders the opportunity to register such number of Registrable SecuritiesSecurities as each such holder may request (a "Piggyback Registration"). Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject Subject to Section 3(b7.2(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") Registration all Registrable Securities requested to be included in the registration for such offering; provided, however, that the Company may at any time withdraw or cease proceeding with such registration. Each holder of Registrable Securities shall be permitted to withdraw all or part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (b) The Company shall use its best all commercially reasonable efforts to cause the Managing Underwriter managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a7.2(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holderany holder's Piggyback Securities in such offering if unless such holder accepts the Managing Underwriter terms of a proposed underwritten offering advises the underwriting agreement between the Company and the holders managing underwriter or underwriters and otherwise complies with the provisions of Piggyback Securities Section 7.8 below. In all other offerings that are underwritten, if the managing underwriter or underwriters of such proposed underwritten offering advise the Company in writing that in its their opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such PersonSecurities, to be included in such offering exceeds is sufficiently large to cause a material adverse effect to the number which can price or success of the offering (a "Registration Material Adverse Effect"), then in such event the securities to be sold included in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises shall be allocated first to the Company, second, to the Company will include in selling equity holders originally demanding such registrationregistration pursuant to registration rights that they acquired prior to the closing of the first sale of the Shares, and then, to the extent that any additional securities can, in the opinion of the number which the Company is so advised can such managing underwriter or underwriters, be sold in without any such offering without causing a Registration Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" selling equity holders holding piggyback registration rights that they acquired prior to the closing of the first sale of the Shares, on the basis of the number of outstanding shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personholder. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if a. If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and the registration form to be used may be used account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Registrable SecuritiesCompany's existing stockholders), then the Company shall in each case give prompt written notice of such proposed filing to each of the Holders of Registrable Securities at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities. Upon the written request of any Securities as each such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the may request. The Company shall include in each such registration (use reasonable diligence to cause the managing underwriter or underwriters of a "Piggyback Registration") all proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included include such securities in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to the Holders of Registrable Securities that the total amount of securities which they or the Company and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of Registrable Securities to be offered for the accounts of Holders of Registrable Securities shall be reduced to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. b. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to include such Holder's Piggyback Registrable Securities in such offering any registration statement if the Managing Underwriter proposed registration is (a) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a stockholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (d) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's stockholders from a coercive or other attempt to take control of the Company. c. The Company may withdraw any registration statement and abandon any proposed underwritten offering advises initiated by the Company without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that such action is in the best interests of the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement stockholders (for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companythis purpose, the Company will include in such registration, to the extent interest of the number which the Company is so advised can Holders shall not be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personconsidered). (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to At any time during the provisions term of this Agreement, Agreement if the Company WAXS proposes to file a registration statement register any of its WAXS Stock or any other of its common equity securities (but not including debt instruments or preferred stock convertible into its common equity securities) (collectively, "Other Securities") under the Securities Act with respect to an offering of (other than a registration on Form S-4 or S-8 or any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Companysuccessor form thereto), whether or not for sale for its own account, and the registration form to be used may be used for the in a manner which would permit registration of Registrable Securities for sale for cash to the Registrable Securitiespublic under the Securities Act, then the Company shall it will each such time give prompt written notice to each Holder of such proposed its intention to do so at least ten (10) days prior to the anticipated filing to Holders date of the registration statement relating to such registration. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable SecuritiesSecurities as each such Holder may request. Upon the written request of any such Holder Holder, made within 20 days no later than 5:00 p.m. Dallas, Texas time on the fifth (5th) day after the receipt of any such noticeWAXS's notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), subject WAXS shall use its reasonable best efforts to effect, in the manner set forth in Section 3(b) hereof5, in connection with the registration of the Other Securities, the Company registration under the Securities Act of all Registrable Securities which WAXS has been so requested to register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered; provided that: (a) if at any time after giving written notice of its intention to register any securities and prior to the effective date of such registration, WAXS shall include determine for any reason not to register or to delay registration of such securities, WAXS may, at its election, give written notice of such determination to the Holder and, thereupon, (A) in each the case of a determination not to register, WAXS shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a "Piggyback Registration") all determination to delay such registration, WAXS shall be permitted to delay registration of any Registrable Securities requested to be included in the such registration for the same period as the delay in registering such offering.Other Securities; (b) The Company shall use its best efforts if the registration referred to cause in the Managing Underwriter first sentence of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof this Section 3 is to be included an underwritten registration, and the managing underwriter advises WAXS in the registration statement for writing that, in such offering under Section 3(afirm's (c) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company WAXS shall not be required to include such Holder's Piggyback effect any registration of Registrable Securities in such offering if under this Section 3 incidental to the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities registration of any of its securities in connection with mergers, acquisitions, dividend reinvestment plans or stock option or award or other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person.executive or employee benefit or compensation plans; and (cd) No no registration of Registrable Securities effected under this Section 3 shall relieve the Company from WAXS of its obligation to effect registrations under a registration of Registrable Securities pursuant to Section 22 hereof.

Piggy Back Registration. (a) Subject to If at any time after the provisions of this Agreement, if Company's Initial Public Offering the Company proposes shall determine to file a registration statement register under the Securities Act with respect (including pursuant to an offering a demand of any equity securities (as such term is defined in Section 3(a) stockholder of the Exchange Company exercising registration rights) any of its Common Stock, other than on Form S-8 or Form S-4 or their then equivalent or in connection with a transaction described under Rule 145 under the Securities Act) by the Company, whether or not for its own account, and the registration form it shall send to be used may be used for the registration each holder of the Registrable Securities, then the Company shall give prompt Shares written notice of such proposed determination at least 30 days before the anticipated filing to Holders of the Registrable Securitiesdate. Upon the written request of any such Holder made If within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company such holder shall include so request in each such registration writing (a "Piggyback RegistrationSelling Shareholder") all Registrable Securities requested to be included in ), the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit include in such registration statement all the Registrable Securities requested Shares such holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Holder thereof 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 amount of such Common Stock which each Selling Shareholder owns, then the Company shall be obligated to include in such registration statement only such portion of the Registrable Shares which the managing underwriter believes may be sold without having such effect; provided, however, that such limitation shall not be imposed if any shares are to be included in such underwriting for the registration statement for such account of any person other than the Company or the requesting holders of Registrable Shares. In connection with any offering under Section 3(a) or pursuant involving an underwriting of Common Stock to other piggyback registration rights granted be issued by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoingCompany, the Company shall not be required to include such Holdera Selling Shareholder's Piggyback Securities Registrable Shares in such offering if underwriting unless such Selling Shareholder accepts the Managing Underwriter terms of a proposed underwritten offering advises the underwriting as agreed upon by the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold underwriters selected by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) . No registration effected incidental right under this Section 3 2 shall relieve the Company from its obligation be construed to effect registrations limit any registration required under Section 23.

Piggy Back Registration. (a) Subject to 2.2.1 If at any time commencing after the provisions exercise of this Agreementan Option until the sixth anniversary of such date, if the Company proposes to file a registration statement register any of its equity securities under the Securities Act with respect (other than pursuant to an offering Form S-8, S-4 or comparable registration statement), it will give written xxxxxx, at least 30 days prior to the filing of each such registration statement, to the Rights Holders of its intention to do so. If any equity securities (as one or more of such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then Rights Holders notifies the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such noticenotice of its desire to include any Registrable Securities owned by it in such proposed registration statement, the Company shall, subject to Section 3(bthe provisions set forth below, afford each such Rights Holder the opportunity to have any such shares registered under such registration statement. If such registration is an underwritten registration, and the managing Underwriter(s) hereof, advise the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount number of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering registration exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companyadversely affecting such Underwriters' ability to effect an orderly distribution of such securities, the Company will give the Rights Holders notice of such fact and include in such registrationregistration FIRST, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being proposed to be sold by the CompanyCompany for its own account and for the account of any stockholder of the Company entitled to demand registration, and next SECOND, any other securities of the Company having registration rights, including the Registrable Securities owned by the Rights Holders, on the following pro rata basis: all shares of Common Stock requested to be registered by the Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights such Rights Holders on the basis of the relative number of shares Stockholder Securities owned by such Rights Holders as of Fully-Diluted Common Stock requested to be included in such registration by each such Personthe date of the first filing with the SEC). (c) No registration effected under 2.2.2 Notwithstanding the provisions of this Section 3 shall relieve 2.2, the Company from its obligation shall have the right at any time after it shall have given written notice pursuant to effect registrations under this Section 22.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after filing but prior to the effective date thereof.

Piggy Back Registration. (a) Subject If, at any time on or after the date hereof and on or prior to the provisions of this AgreementOctober 22, if 2002, the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities (as such term is defined in Section 3(a) solely to the existing stockholders or employees of the Exchange Act) by Company), then the Company, whether or not for its own accounton each such occasion, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice (each, a "Company Piggy-Back Notice") of such proposed filing to Holders all of the Registrable Securities. Upon the written request of any such Holder made within Holders owning Registerable Securities at least 20 days after before the receipt anticipated filing date of any such noticeregistration statement, subject and such Company Piggy-Back Notice also shall be required to Section 3(boffer to such holders the opportunity to register such aggregate number of Registerable Securities as each such holder may request. Each such holder shall have the right, exercisable for the 10 days immediately following the giving of the Company Piggy-Back Notice, to request, by written notice (each, a "Holder Notice") hereofto the Company, the Company shall include inclusion of all or any portion of the Registerable Securities of such holders in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) statement. The Company shall use its best reasonable efforts to cause the Managing Underwriter managing underwriter(s) of a proposed underwritten offering to permit the Registrable inclusion of the Registerable Securities requested by which were the subject of all Holder thereof to be included Notices in the registration statement for such underwritten offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the foregoingcontrary contained in this Paragraph 3(a), if the managing underwriter(s) of such underwritten offering delivers a written opinion to the holders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company shall not be required and any other person intend to include such Holder's Piggyback Securities in such offering if is such as to materially and adversely affect the Managing Underwriter success of a proposed underwritten offering advises such offering, then the amount of securities to be offered for the accounts of such holders and persons other than the Company and shall be eliminated or reduced pro rata (based on the holders amount of Piggyback Securities in writing that in its opinion securities owned which carry registration rights) to the extent necessary to reduce the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold amount recommended by such managing underwriter(s) in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personits written opinion. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject If, at any time prior to the provisions expiration of this Agreementthe Registration Period a Registration Statement is not effective with respect to all of the Shares, if each time the Company proposes determines to file a registration statement under the Securities Act (other than pursuant to Section 2 hereof and other than a registration statement on Form S-4 or Form S-8 or a registration statement on Form S-1 covering solely an employee benefit plan) in connection with respect to an offering the proposed offer and sale for money of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Companyits securities, whether or not either for its own accountaccount or on behalf of any other security holder, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall it will give prompt written notice of such proposed filing its determination to all Holders of the Registrable Securities. Upon the written request of any such a Holder made of Registrable Securities given within 20 days after the receipt of any such written notice, subject to Section 3(b) hereof, the Company shall include will use commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested registration, to be included in each such registration (a "Piggyback Registration") statement and registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 3(a) is for a public offering involving an underwriting, the Company will so advise the Holders as a part of its written notice. In such event, the right of any Holder to registration pursuant to this Section 3 is conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company, along with the Company and the other holders distributing their securities through such underwriting; provided, that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the Registrable Securities requesting to be included in such registration. (c) Notwithstanding any other provision of this Section 3, if the managing underwriter of an underwritten distribution advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then: (i) the number of shares of Registrable Securities and other securities so requested to be included in the registration for such offering. (b) The Company shall use its best efforts offering will be reduced to cause the Managing Underwriter that number of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included shares which in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by good faith judgment of the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which managing underwriter can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, (except for shares to be issued by the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such an offering without causing a Material Adverse Effect, first the securities being sold initiated by the Company, which will have priority over the shares of Registrable Securities); and next any other securities pro rata among (ii) subject to existing priority rights of the holders of Piggyback such other securities, such reduced number of shares will be allocated among all participating Holders of Registrable Securities and any the holders of other Person which possesses comparable contractual "piggyback" registration rights on securities in proportion, as nearly as practicable, to the basis of the respective number of shares of Fully-Diluted Registrable Securities and other securities held by such Holders and other holders at the time of filing the registration statement in relation to the total number of shares of Common Stock outstanding on a fully diluted basis. All Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included will not be included in such registration and will be withheld from the market by each such Person. (c) No registration effected under this Section 3 shall relieve the Company from its obligation Holders thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines is necessary to effect registrations under Section 2the underwritten public offering.

Piggy Back Registration. (a) Subject 2.1 At any time and from time to time while any portion of the provisions of this AgreementNote remains outstanding, if whenever the Company proposes to file a registration statement Registration Statement, the Company will prior to such filing give written notice to Holder of its intention to do so and, upon the written request of Holder given within ten (10) days after the Company provides such notice, the Company shall use its good faith efforts to cause all Registrable Securities which the Company has been requested by Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with respect to an offering the intended methods of any equity securities (as such term is defined distribution specified in Section 3(a) the request of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then Holder; provided that the Company shall give prompt written notice of such have the right to postpone or withdraw any registration effected pursuant to this Section 2 without obligation or liability to Holder. In the Holder’s request, the Holder will be required to describe briefly its proposed filing to Holders disposition of the Registrable Securities. Upon the written request of However, in connection with any such Holder made within 20 days after the receipt of any such notice, subject to registration under Section 3(b) hereof2, the Company shall include in each such registration (a "Piggyback Registration") all Holder’s Registrable Securities requested shall be junior and subordinate to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback any registration rights granted by the Company to such Holder ("Piggyback Securities")which are already outstanding, to be included on and any senior registration rights granted by the same terms and conditions as Company in the future. 2.2 In connection with any similar securities included therein. Notwithstanding registration under Section 2 involving an underwritten offering of the foregoingCompany’s securities, the Company shall not be required to include such Holder's Piggyback any Registrable Securities in such offering if underwriting unless Xxxxxx accepts the Managing Underwriter terms of a proposed underwritten offering advises the underwriting as agreed upon between the Company and the holders underwriters selected by it, and then only in such quantity as will not, in the sole discretion of Piggyback the underwriters, jeopardize the success of the offering by the Company. If in the sole discretion of the managing underwriter or underwriters the registration of all, or part of, the Registrable Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who which Holder has requested to be included would adversely affect such public offering, then the inclusion thereof Company shall be required to include in the registration statement for underwriting only that number of Registrable Securities, if any, which the managing underwriter or underwriters believe may be sold without causing such offering pursuant to any contractual "piggyback" rights adverse effect. If the number of such Person, Registrable Securities to be included in the underwriting in accordance with the foregoing is less than the total number of Registrable Securities which Holder has requested to be included, then Holder and each participant other than the Company in such offering exceeds underwriting shall participate in the underwriting pro rata based upon their total ownership of Registrable Securities. Any such limitation shall be imposed in such manner so as to avoid any diminution in the number which can of securities the Company may register for sale by giving first priority for the securities to be registered for issuance and sale by the Company and the underwriter, and by giving second priority for the securities to be registered for sale by any holder of Registrable Securities pursuant to the terms of this Agreement. 2.3 In connection with any registration under this Section 2 involving a selling stockholder registration statement or any other registration statement not involving an underwritten offering of the Company’s securities, the Company reserves the right to include only that number of Registrable Securities, if any, as it shall determine in its sole discretion, may be sold without jeopardizing the success of the offering or having an adverse effect on the offering. If the number of Registrable Securities to be included in the offering in accordance with the foregoing is less than the total number of Registrable Securities which Holder has requested to be included, then Holder and each participant other than the Company in such offering without causing a Material Adverse Effectshall participate in the offering pro rata based upon their total ownership of Registrable Securities. If Any such limitation shall be imposed in such manner so as to avoid any diminution in the Managing Underwriter so advises the Company, number of securities the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, may register for sale by giving first priority for the securities being sold to be registered for issuance and sale by the Company, and next by giving second priority for the securities to be registered for sale by any other securities pro rata among holder of Registrable Securities pursuant to the terms of this Agreement. 2.4 Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company may also elect to withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Piggyback Registrable Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fullyin connection with such Piggy-Diluted Common Stock requested to be included Back Registration as provided in such registration by each such PersonSection 4 hereof. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to If at any time after the provisions of this AgreementCompany has completed a Public Equity Offering, if the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and account or for the registration account of any of its securityholders of any class of its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form to be used that may be used for adopted by the registration SEC) or (ii) a Registration Statement filed in connection with an exchange offer or offering of securities solely to the Registrable SecuritiesCompany's existing securityholders), then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer 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 in writing within 30 days after receipt of such written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder (a "Piggy-Back Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable SecuritiesSecurities covered thereby. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing managing Underwriter or underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), 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 thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding Any Selling Holder shall have the foregoingright 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 or the Company may elect to delay the registration; provided, however, that the Company shall not be required give prompt written notice thereof to include such Holder's Piggyback participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights this Section 2.2, and each Holder of such PersonRegistrable Securities shall pay all underwriting discounts and commissions and transfer taxes, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Companyif any, the Company will include in such registration, relating to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.sale or disposition

Piggy Back Registration. (a) Subject to If at any time after the provisions of this AgreementCompany has completed a Public Equity Offering, if the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Company for its own account, and account or for the registration account of any of its securityholders of any class of its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form to be used that may be used for adopted by the registration SEC) or (ii) a Registration Statement filed in connection with an exchange offer or offering of securities solely to the Registrable SecuritiesCompany's existing securityholders), then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer 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 in writing within 30 days after receipt of such written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder (a "Piggy-Back Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable SecuritiesSecurities covered thereby. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause the Managing managing Underwriter or underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), 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 thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding Any Selling Holder shall have the foregoingright 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 or the Company may elect to delay the registration; provided, however, that the Company shall not be required give prompt written notice thereof to include participating Selling 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 of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Piggyback Registrable Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, a Registration Statement effected pursuant to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectthis Section 2.2. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company from of its obligation to effect registrations a registration upon the request of Holders of Registrable Securities pursuant to Section 2.1 hereof, and no failure to effect a registration under this Section 22.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company proposes shall determine to file a registration statement under the Securities Act with respect to an offering register any of any equity its securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the other than a registration relating solely to employee benefit plans or with regard to acquisitions or a registration on any registration form to be used may be used for which does not permit secondary sales or other than a registration on Form S-3 made at the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such an Initiating Holder made within 20 days after the receipt of any such notice, subject pursuant to Section 3(b) 4.2 hereof, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a preliminary list of the jurisdictions in each which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities specified in a "Piggyback Registration"written request or requests, made by any Holder within thirty (30) days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 4.1(b) below. Such written request may specify all or any part of a Holder's Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders by written notice. All Holders proposing to distribute their securities through such underwriting shall (together with the Company or any other securityholders distributing its or their securities for its own account through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 4.1, if the representative of the underwriters advises the Company in writing that, in its opinion, inclusion of the full number of Registrable Securities requested to be included in the registration for such offering. by Holders would adversely affect the underwriting, the representative may (b) The Company shall use its best efforts subject to cause the Managing Underwriter allocation priority set forth below), limit the number of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof shares to be included in the registration statement for such offering under Section 3(a) or pursuant and underwriting. The Company shall so advise all holders of securities requesting registration of the limitation and the number of shares to other piggyback be excluded from the registration rights granted by reason of the limitation imposed by the Company to such Holder ("Piggyback Securities"), representative. The number of shares to be included excluded from the registration shall be allocated as follows: (i) first, all shares held by persons who, in the sole judgment of the representative of the underwriters, would adversely affect the marketing of the underwriting will be excluded from the registration; (ii) then, if a further limitation on the same number of shares is required, all Registrable Securities held by persons who are eligible to sell shares under Rule 144(k) will be excluded from the registration; (iii) then, if a further limitation on the number of shares is required, all Registrable Securities which were eligible for sale under Rule 144 during the three (3) months ended on the date the registration statement is filed will be excluded; except that no Registrable Securities held by any Initiating Holder or any Executive Shareholder shall be excluded under this provision; and (v) finally, if a further limitation on the number of shares is still required, the limitation of the number of Registrable Securities shall be allocated in the sole discretion of the Company. (c) If any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and conditions as any similar the Initiating Holders. The securities included therein. so withdrawn shall also be withdrawn from registration. (d) Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that may, in its opinion sole discretion and without the total amount consent of securitiesor prior notice to any Holders, including Piggyback Securities and the securities of withdraw any other Person who has requested the inclusion thereof in the registration statement for such referred to in this Section 4.1 and abandon the proposed offering pursuant at anytime without thereby incurring any liability to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such PersonHolder. (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If the Company at any time proposes for any reason to file a registration statement register any of its securities under the Securities Act with respect (other than registrations on Forms S-4 or S-8 or any similar or successor form), other than pursuant to an offering Section 3 hereof, it shall each such time promptly give written notice to Purchasers and the then holders of any equity securities Covered Shares (as such term is defined in Section 3(aif different from Purchasers) of the Exchange Act) by the Companyits intention so to do, whether or not for its own accountand, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon upon the written request of any such Holder made request, given within 20 30 days after the receipt of any such notice, subject of any holder or holders of the Covered Shares then outstanding, to Section 3(b) hereofregister any Covered Shares (which request shall specify the Covered Shares intended to be sold or disposed of by such holders and shall state the intended method of disposition of such Covered Shares by the prospective seller), the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering. (b) The Company shall use its best efforts to cause all such Covered Shares to be registered under the Managing Underwriter Securities Act promptly upon receipt of a proposed underwritten offering the written request of such holders for such registration, all to the extent requisite to permit the Registrable Securities requested sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the Holder thereof prospective seller or sellers of the Covered Shares so registered. In the event that the proposed registration by the Company is, in whole or in part an underwritten public offering of securities of the Company, any request pursuant to this Section 4(a) to register Covered Shares shall specify that such shares are to be included in the registration statement for such offering under Section 3(aunderwriting (a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as the Common Shares, if any, otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of Common Shares in reasonably similar circumstances in the event that no other Common Shares are being sold through underwriters under such registration; PROVIDED, HOWEVER, that if the managing underwriter determines in good faith and advises in writing that the inclusion of all Covered Shares proposed to be included therein by the Company would interfere with the successful marketing (including pricing) of such securities, then the number of Covered Shares to be included in the underwritten public offering shall be reduced PRO RATA among the holders of Covered Shares (based upon the total number of Covered Shares then outstanding). (b) If the Company, at any similar time proposes for any reason to distribute any of its securities included therein. Notwithstanding the foregoingby way of a prospectus filed in accordance with any provincial securities regulations (a "Canadian Prospectus"), the Company shall not each such time promptly give written notice to Purchasers and the then holders of Covered Shares (if different from Purchasers) of its intention to do so, and, upon the written request, given within 30 days after receipt of any such notice, of any holder or holders of the Covered Shares then outstanding, to qualify the distribution of such Covered Shares by the Canadian Prospectus (which request shall specify the number of Covered Shares intended to be required sold or disposed of by such holders and shall state the intended method of disposition of such Covered Shares by the prospective seller). The Company shall promptly use its best efforts to include cause the proposed distribution of all such Holder's Piggyback Securities Covered Shares to be qualified by the Canadian Prospectus promptly upon receipt of the written request of such holders, all to the extent requisite to permit the sale or other disposition (in such offering if accordance with the Managing Underwriter intended methods thereof, as aforesaid) by the prospective seller or sellers of a the Covered Shares so qualified. In the event that the proposed underwritten offering advises distribution by the Company and the holders is, in whole or in part, an underwritten public offering of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of the Company, any other Person who has requested the inclusion thereof in the registration statement for such offering request pursuant to any contractual "piggyback" rights this Section 4(b) to qualify the distribution of Covered Shares shall specify that such Person, shares are to be included in the underwriting: (i) on the same terms and conditions as the Common Shares, if any, otherwise being sold through underwriters under such offering exceeds distribution; or (ii) on terms and conditions comparable to those normally applicable to offerings of common shares in reasonably similar circumstances in the event that no other Common Shares are being sold through underwriters under such distribution; PROVIDED HOWEVER, that if the lead underwriter determines in good faith and advises in writing that the inclusion of all Covered Shares proposed to be included therein by the Company would interfere with the successful marketing (including pricing) of such securities, then the number which can of Covered Shares to be sold included in such the underwritten public offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can shall be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata reduced PRO RATA among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of Covered Shares (based upon the total number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such PersonCovered Shares then outstanding). (c) No registration effected under this Section 3 shall relieve the Company from its obligation to effect registrations under Section 2.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes shall determine to file a registration statement under the Securities Act with respect relating to an offering a proposed sale to the public of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not Common Stock either for its own accountaccount or the account of a holder or holders (other than on Form S-8 or S-4 or any successor form), the Company shall: (1) promptly give to each holder of a Warrant or Warrant Share written notice thereof (which notice will include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws, the proposed offering price, and the plan of distribution); (2) include in such registration form to be used may be used for (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the Warrant Shares specified in a written request of any such Holder or requests, made within 20 days after such written notice from the receipt Company, by any holder or holders of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering.Warrant Shares; (b3) The Company shall use its best efforts to cause the Managing Underwriter managing underwriter or underwriters of a such proposed underwritten offering to permit the Registrable Securities Warrant Shares requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities the Common Stock included therein. Notwithstanding the foregoing, if the Company shall not be required to include such Holder's Piggyback Securities in managing underwriter or underwriters of such offering if the Managing Underwriter of deliver a proposed underwritten offering advises the Company and written opinion to the holders of Piggyback Securities in writing such Warrant Shares that in its opinion marketing considerations require a limitation on the total amount number of securities, including Piggyback Securities and the securities shares of any other Person who has requested the inclusion thereof in the registration statement for such offering Common Stock offered pursuant to any contractual "piggyback" rights registration statement subject to this Section 20(a), then subject to the advice of such Person, said managing underwriter or underwriters as to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If size and composition of the Managing Underwriter so advises the Companyoffering, the Company will include Common Stock in such registrationregistration in accordance with the following priorities: (i) first, Common Stock to be sold for the extent account of the number which Company; (ii) second, Common Stock to be sold for the account of any holder who has exercised demand registration rights, and (iii) third, pro rata with respect to all holders of Common Stock of the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock who have requested to be included in such the registration by pursuant to this Section or pursuant to other, analogous piggy-back registration provisions of other agreements, in proportion to the number of shares each such Person. (c) No registration effected under this Section 3 shall relieve holder requested to be included in the Company from its obligation offering pursuant to effect registrations under Section 2.their piggy-back

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if 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 equity holder of Membership Interests (other than (i) a registration statement on Form 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 Company's existing securityholders or (as such term is defined iii) a Registration Statement filed in Section 3(a) of the Exchange Act) connection with an initial public offering by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities), then the Company shall give prompt written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such notice shall offer the Holders the opportunity to register such number of Registrable Securities as each of the Holders may request (which request shall specify the Registrable Securities. Upon Securities intended to be disposed of by such selling Holder and the written request intended method of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ). The Company shall use its reasonable best efforts to cause the Managing Underwriter managing underwriter or underwriters of a such proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Notwithstanding Any selling Holder shall have the foregoing, right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.1 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 not be required give prompt notice thereof to include 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 Piggyback Registrable Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, a Registration Statement effected pursuant to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Personthis Section 2.1. (cb) No failure to effect a registration effected under this Section 3 2.1 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company from its of any other obligation to effect registrations under Section 2this Agreement.

Piggy Back Registration. (a) Subject to the provisions of this Agreement, if If at any time the Company proposes to ----------------------- file a registration statement 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- 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 Company's existing securityholders or (iii) any Registration 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 (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable SecuritiesPurchase Agreement), then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities. Upon Securities intended to be disposed of by such Selling Holder and the written request intended method of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(bdistribution thereof) hereof, the Company shall include in each such registration (a "Piggyback Piggy-Back Registration") all Registrable Securities requested to be included in the registration for such offering. (b) ). The Company shall use its best efforts to cause the Managing Underwriter managing underwriter or underwriters of a such proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), 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 thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof except as otherwise provided in Section 2.3. Notwithstanding Any Selling Holder shall have the foregoing, 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 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 that the Company shall not be required give prompt notice thereof to include participating Selling 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 Piggyback Registrable Securities in such offering if the Managing Underwriter of pursuant to a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering effected pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effectthis Section 2.2. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included in such registration by each such Person. (c) No registration effected under this Section 3 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company from of its obligation to effect registrations a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 22.2 and to complete the sale of shares of Common Stock in connection therewith shall relieve the Company of any other obligation under this Agreement.