Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect for sale to an offering by the Company public, whether for its own account or for the account of any Other Holders or both (except with respect to Registration Statements on Forms S-4 or S-8 or for purposes permissible under such forms as of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commissiondate hereof), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable (but in do so no event less than 30 20 days before prior to the anticipated filing date), and such notice shall offer such Holders . Upon the opportunity to register such number of Registrable Securities as each written request received by the Company from any Holder no later than the 15th day after receipt by such Holder may request of the notice sent by the Company (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included on covered by such Registration Statement, all to the same terms and conditions as any similar securities of the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; provided, however, that the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2effectiveness of any such Registration Statement, in its sole discretion and no failure to effect a registration under this Section 2.2without the consent of any Holder, shall relieve abandon any proposed offering by the Company of its obligation in which any Holder had requested to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale participate. The number of Registrable Securities to be included in connection therewith such a registration may be reduced or eliminated if and to the extent, in the case of an underwritten offering, the managing underwriter shall relieve advise the Company that such inclusion would materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that such number of shares of Registrable Securities shall not be reduced if any securities included in such registration are included other than for the account of the Company unless the shares included in the Registration for the account of such Persons are also reduced on a pro rata basis, provided, in the case of a Registration Statement filed pursuant to the exercise of demand registration rights of any other obligation under this Agreement (includingOther Holders, without limitation, priority shall be given first to the Company's obligations under Sections 3.2 and 4.1)Other Holders demanding such registration.

Piggy Back Registration. 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 securityholders of any class of its respective security holders equity securities (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), ) or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing securityholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holders thereof to be included in a Piggy-Back Registration (the "Piggy-Back Holders") to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement 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, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, provided that the Company shall reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including counsel fees and expenses) incurred prior to such withdrawal. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders obligations pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities 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. (a) If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders of any class of its common equity securities (other than (xi) a Registration Statement filed by the Company in connection with the Company's initial Public Equity Offering, (ii) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), SEC) or (yiii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less fewer than 30 15 days before the anticipated filing datedate 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 intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-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) 180 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 underwriter or Underwriters underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein therein, subject to the restrictions set forth in Section 2.3(b), 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 2.3 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffective 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 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 underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.3. No registration effected under this Section 2.22.3, and no failure to effect a registration under this Section 2.22.3, shall relieve the Company of its obligation to effect a registration upon the request of Holders of Registrable Securities pursuant to Section 2.12.1 or 2.2 hereof, and no failure to effect a registration under this Section 2.2 2.3 and to complete the sale of Registrable Securities securities registered thereunder 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)Agreement.

Piggy Back Registration. If at any time the Company proposes shall determine to file a Registration Statement register under the Securities Act with respect to an offering by of 1933, as amended (the Company for its own account or for the account of any of its respective security holders (other than (x“Securities Act”) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, pursuant to a demand of any stockholder of Company exercising registration rights) any of its securities, other than in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission (the “Commission”) under the Securities Act is applicable, it shall send to the Holder, written notice of such determination. If within thirty (30) calendar days after receipt of such notice, the Holder shall so request in writing, Company shall use its best efforts to include in such registration statement all or any part of the shares issuable under the Warrant which the Holder requests to be registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by Company's obligations , 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 reasonable judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy back") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there are first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any director, officer or employee of Company or any subsidiary of Company, (ii) any holder thereof not having any such contractual, incidental registration rights, and (iii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the Holder, then Company shall be obligated to include in such registration statement only such limited portion of the shares issuable under Sections 3.2 and 4.1)the Warrant with respect to which the Holder has requested inclusion hereunder.

Piggy Back Registration. If at any time following the issuance of the Closing Date there is not an effective registration statement covering all of the Note Shares and the Company proposes shall determine to prepare and file with the SEC a Registration Statement under the Securities Act with respect registration statement relating to an offering by the Company for its own account or for the account of others under the Securities Act of any of its respective security holders (equity securities, other than (x) a Registration Statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the their then equivalents relating to equity securities to be issued by the Company solely in connection with a transaction that is referenced any acquisition of any entity or business or equity securities issuable in clauses (1) through (3) of connection with the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), stock option or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)other employee benefit plans, then the Company shall give send to the Holder a written notice of such proposed filing to determination and, if within fifteen days after the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)date of such notice, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The shall so request in writing, the Company shall use all reasonable efforts (subject to cause market conditions) in such registration statement all or any part of the managing Underwriter Note Shares Holder requests to be registered; provided that, the Company shall not be required to register any Note Shares pursuant to this Section 2(b) that are eligible for resale without restriction pursuant to Rule 144 promulgated under the Securities Act or Underwriters that are the subject of a proposed underwritten then effective registration statement. As a condition to registration pursuant to this Section 2(b), each Holder requesting such registration shall be required to enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their reasonable discretion will not jeopardize the success of the offering to permit by the Registrable Securities Company. If the total amount of securities, including those requested by stockholders to be included in a Piggy-Back Registration such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to be included on include in the same terms and conditions as any similar offering only that number of such securities of the Company or any other security holder included therein and to permit Holders, that the sale or other disposition underwriters determine in their reasonable discretion will not jeopardize the success of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. If at any time (a) Whenever during the Effective Period the Company proposes shall propose to file a Registration Statement registration statement under the Securities 1933 Act with respect relating to an offering by the Company for its own account or for the account of any of its respective security holders Class A Common Stock (other than (x) pursuant to a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or any substitute form that may other registration statement registering shares to be adopted issued in a merger, consolidation, acquisition or similar transaction) or Form S-8 or any successor forms, or an offering of securities in connection with an exchange offer to existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan), whether or not for its own account, the Company shall (i) provide a written notice at least 30 days prior to the filing thereof to each Holder, specifying the approximate date on which the Company proposes to file such registration statement and advising such Holder of its right to have any or all (subject to Section 2.01(b)) of the Registrable Securities held by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than Holder included among the securities to be issued covered thereby and (ii) at the written request of any such Holder received by the Company in connection with a transaction that is referenced in clauses within 20 days after the date of such written notice from the Company, include (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant subject to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), 2.01(b) and such notice shall offer Holder's compliance with Section 2.11(c)) among the securities covered by such Holders registration statement the opportunity to register such number of Registrable Securities as each that such Holder may request (which request shall specify the Registrable Securities intended to have requested be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) so included (a "Piggy-Back back Registration"). The Company shall use all reasonable efforts to cause require the lead or managing Underwriter or Underwriters underwriter, if any, of a any proposed underwritten offering to permit the Holders of Registrable Securities requested to be included covered by the registration statement for such offering to include (subject to Section 2.01(b) and such Holder's compliance with Section 2.11(c)) such securities in a Piggy-Back Registration to be included such offering on the same terms and subject to the same conditions as any similar securities included therein; provided, however, that the Company shall not be required under this Section 2.01(a) to use any efforts to cause any lead or managing underwriter of any such offering to permit any such Holder to include any such securities in such offering unless such Holder accepts the terms of any underwriting agreed upon between the Company (and any other Holder whose securities are included in such offering) and such underwriter (and any other underwriter) and performs such Holder's obligations thereunder. (b) Each Holder of Registrable Securities desiring to participate in a Piggy-back Registration may include shares of Class A Common Stock in any registration statement relating to such offering to the extent that the inclusion of such shares of Class A Common Stock shall not reduce the number of shares of Class A Common Stock to be offered and sold by the Company pursuant thereto. If the Company or lead or managing underwriter for an underwritten offering pursuant to Section 2.01(a) determines that marketing factors require a limitation on the number of shares of Class A Common Stock to be offered and sold by the stockholders of the Company in such offering, there shall be included in the offering only that number of shares of Class A Common Stock of stockholders of the Company that the Company or any other security holder such lead or managing underwriter reasonably and in good faith believes will not jeopardize the success of the offering of all the shares of Class A Common Stock that the Company desires to sell for its own account (including a material reduction in the price per share of the shares of Class A Common Stock to be sold). In such event, and provided the lead or managing underwriter has so notified the Company in writing (if applicable), the number of shares of Class A Common Stock to be offered and sold by stockholders of the Company, including Holders of Registrable Securities desiring to participate in such offering, shall be allocated among such stockholders of the Company pro rata on the basis of the relative number of shares requested to be included therein and by each such stockholder. (c) Nothing in this Section 2.01 shall create any liability on the part of the Company to permit the sale or other disposition Holders of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to if the Company of its request for any reason should decide not to withdraw, provided that in the event of such withdrawal (other than file a registration statement proposed to be filed pursuant to Section 2.3(c2.01(a) hereof), such Holder shall be responsible for the fees and expenses referred or to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders statement filed pursuant to Section 2.12.01(a) subsequent to its filing, and no failure to effect regardless of any action whatsoever that a registration under this Section 2.2 and to complete Holder may have taken, whether as a result of the sale of Registrable Securities in connection therewith shall relieve issuance by the Company of any other obligation notice under this Agreement Section 2.01 or otherwise; provided that the Investor shall be entitled to initiate or continue such registration as a Demand Registration pursuant to Section 2.02 following such failure to file or withdrawal to the extent that such registration by the Investor would otherwise satisfy the requirements of Section 2.02 and provided further that the Company shall be obligated to pay all Registration Expenses to the extent incurred in connection with any such registration statement proposed to be filed or withdrawn subsequent to its filing. (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)d) A request by Holders to include Registrable Securities in a proposed underwritten offering pursuant to Section 2.01(a) shall not be deemed to be a request for a Demand Registration.

Piggy Back Registration. If at any time From and after the Signing Closing Date and until nine (9) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of covering any of its respective security holders (securities other than (xi) a Registration Statement registration on Form S-8 (or S-4, or any substitute form that may be adopted by the Commission), successor or similar forms; and (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by shelf registration under Rule 415 for the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities sole purpose of registering shares to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) the acquisition of assets, the Company will at each such time give prompt written notice to the Holders’ Representative and the Investors of its intention to do so and of the General Instructions A.1Investor’s rights under this Agreement. Upon the written request of Form S-4 any Investor made within thirty (as such General Instructions are currently in effect), or (z30) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then days after the Company shall give written notice receipt of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and any such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent Company will use its best efforts to effect the registration of the Holder to offer all Registrable Securities for sale) (a "Piggy-Back Registration"). The which the Company shall use all reasonable efforts has been so requested to cause register by the managing Underwriter or Underwriters of a proposed underwritten offering Investors, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities requested to be included in a Piggy-Back Registration to be included on by 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 Investors requesting registration, by inclusion of such Registrable Securities in accordance with the intended method Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any an “at the market offering” under Commission rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement pursuant to this Section 2.2 by a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time after giving written notice to the Company of its request intention to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees register any Registrable Securities and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2effective date of the Registration Statement filed in connection with such registration, and no failure to effect a registration under this Section 2.2, shall relieve the Company shall determine for any reason either not to register or to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such determination to the Holders’ Representative and the Investors requesting registration and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of register any Registrable Securities in connection therewith with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall relieve be permitted to delay registering any Registrable Securities, for the Company of any same period as the delay in registering such other obligation under this Agreement securities (including, without limitation, the Company's obligations under Sections 3.2 and 4.1“Piggy-Back Rights”).

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing Notwithstanding anything to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)contrary contained herein, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering described in Section 2.2 have informed, in writing, the Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, Holders of Registrable Securities and any other Persons desiring to permit participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares or aggregate principal amount, as the case may be, to be offered shall be reduced or limited in the following order of priority: first, the number of shares or aggregate principal amount, as the case may be, to be offered by all other holders of Stock of the Company other than the Holders of Registrable Securities or other holders who have registration rights ("Demand Holders") to the extent necessary to reduce the total number of shares or aggregate principal amount, as the case may be, as recommended by such managing Underwriters; and second, if further reduction or limitation is required, the -110- 116 (2) If the managing Underwriter or Underwriters of any underwritten offering described in Section 2.2 notify the Holders of the Registrable Securities requesting inclusion in such offering that the kind of securities that the Holders, the Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (i) above or (y) if such reduction would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included in a Piggy-Back Registration to be included would have 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 offering, such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of will be excluded from such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. If the Company at any time beginning upon (but excluding) the Company Closing Date 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 register any of its respective security holders Ordinary Shares (other than (w) a shelf registration to register Ordinary Shares issued to investors in a private placement in connection with the Business Combination, (x) a Registration Statement on Form S-8 (demand registration under Section 2.3, Section 2.4 or any substitute form that may be adopted by the Commission)Section 2.5 of this Agreement, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of registration on Form S-4 (as such General Instructions are currently in effect), S-8 or (zy) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement pursuant to (a Demand Registration pursuant to Section 2.1), then the Company “Shelf Takedown”) it shall give written notice to all Holders of such proposed filing to the Holders as soon as practicable (but in no event intention not less than 30 ten (10) days before the anticipated filing date)date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such notice shall offering, and (B) offer such to all of the Holders the opportunity to register the sale of such number of Registrable Securities of the same type as each are included in the Registration Statement as such Holder Holders may request in writing. Upon the written request of any Holder given within seven (which request 7) days after receipt of any such notice, the Company shall specify include in such registration or Shelf Takedown all of the Registrable Securities intended indicated in such request, so as to be disposed of by such Holder and permit the intended method(s) of distribution thereof and shall also state the firm intent disposition of the shares so registered; provided that no Holder who is subject to offer a lockup with respect to such Holder’s Registrable Securities for sale) (a "Piggy-Back Registration")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 such registration or offering and, if applicable, shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) of a proposed underwritten offering such registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2 to be included in a Piggy-Back Registration to be included therein on the same terms and conditions as any similar securities of the Company or any other security holder included therein in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method method(s) of distribution thereof. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then shares will be included in such registration or Shelf Takedown up to such limitation in the following order or priority: (i) first, all Ordinary Shares that were being registered by the Company or pursuant to the exercise of demand rights by holders not party to this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such registration (pro rata to the respective number of Registrable Securities held by the Holders) and (iii) third, any other shares of the Company to be offered by any other holders will be included in such registration. The piggyback rights of the Holders under this Section may be exercised an unlimited number of times. Any Holder shall have the right may elect to withdraw its such Holder’s 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 such request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder withdraw prior to such withdrawal relating to such the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. (a) If at any time the Company proposes shall determine to file a Registration Statement register under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its Class A Common Stock (including pursuant to Section 2.2 or 2.3 below, but excluding registrations relating solely to the sale of securities to participants in a Company employee benefits plan, a registration on Form S-4 or any successor form or a registration in which the only capital stock of the Company being registered is Class A Common Stock issuable upon conversion of debt securities which are also being registered), it shall send to each Holder written notice of such determination and, if within twenty (20) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Shares that such Holder requests to be registered. (b) Notwithstanding the foregoing, if, in connection with respect any offering involving an underwriting of securities to an be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Class A Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, then the Company may exclude Registrable Shares from such registration to the extent so advised by the underwriters provided, however, that (i) in the event of any such exclusion, the shares which are included in such registration shall be apportioned pro rata among the selling stockholders according to their Ownership Percentage (or in such other proportions as shall mutually be agreed to by such selling stockholders); (ii) the number of Registrable Shares included in such registration shall not be reduced to less than twenty-five percent (25%) of the total value of securities to be sold in such offering except in the case of the Company’s initial Public Offering, in which case all securities (including Registrable Shares) other than those being sold by the Company may be excluded from such registration; (iii) no securities being offered by the Company for its own account or for shall be excluded from a registration except as set forth in the account of any of its respective security holders following subsection (other than (xc) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant respect to a Demand Registration registration effected pursuant to Section 2.1)2.2 below. In addition, then notwithstanding the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in foregoing, no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities stockholder of the Company or any other security holder included therein and otherwise entitled to permit the sale or other disposition of such Registrable Securities registration shall be entitled to include their shares in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement a registration pursuant to this Section 2.2 2.1 if such inclusion would reduce the number of shares includable by giving written notice any Holder in such registration without the consent of the Holders of a majority of Registrable Securities. (c) Notwithstanding anything to the Company of its request to withdrawcontrary set forth herein, provided that in the event of such withdrawal no Registrable Shares held by an Initiating Holder (other than as defined below) shall be excluded from a registration effected pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Notwithstanding anything contained herein, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering to permit described in Section 2.2 have informed, in writing, the Piggy-Back Holders that it is their opinion that the total number of Shares that the Company and Holders of Registrable Securities and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of Shares to be offered for the account of the Piggy-Back Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero if necessary) 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 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 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 offering to the Company number of its request to withdrawShares, provided if any, recommended by such managing Underwriters; provided, however, that in the event of (A) if such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible offering is effected for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company account of its obligation to effect a registration upon the request of Demanding Holders pursuant to Section 2.1, then the number of Shares to be offered for the account of each Person shall be reduced in accordance with Section 2.4(a), and no failure to effect a registration under this Section 2.2 and to complete (B) if such offering is effected for the sale of Registrable Securities in connection therewith shall relieve the Company account of any other obligation under this Agreement securityholder of the Company pursuant to the demand registration rights of such securityholder, then (includingx) the number of Shares to be offered for the account of the Company (if any) shall be reduced (to zero, without limitationif necessary) and (y) thereafter, if necessary, the Company's obligations under Sections 3.2 number of Shares to be offered for the account of the Piggy-Back Holders and 4.1any other holders that have requested to include Shares in such registration (but not such securityholders who have exercised their demand registration rights) shall be reduced (to zero, if necessary), in the case of this clause (y) 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.

Piggy Back Registration. If (i) If, after the date hereof, the Company at any time the Company proposes to file a Registration Statement under the Securities Act registration statement on Form F-1, F-3 or otherwise, with respect to an any offering by the Company of its equity securities for its own account (a "Company Registration Statement"), or for the account of any of its respective security holders other Persons (any such Person, a "Third Party" and any such registration statement, a "Third-Party Registration Statement") (other than (xA) a Registration Statement registration under Section 2(a), (B) a registration statement on Form F-4 or S-8 (or any substitute form that may be adopted by such other similar successor forms then in effect under the CommissionSecurities Act), (yC) a Registration Statement on Form S-4 registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (D) a registration not otherwise covered by clause (B) above pursuant to which the Company is offering to exchange its own securities for other securities, (E) a registration statement relating solely to dividend reinvestment or similar plans or (F) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its subsidiaries that are convertible or exchangeable for Common Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3successor provisions) of the General Instructions A.1. of Form S-4 (as Securities Act may resell such General Instructions are currently in effectnotes and sell the Common Shares into which such notes may be converted or exchanged), or then, as soon as practicable (z) a Registration Statement pursuant but in no event less than 10 days prior to a Demand Registration pursuant to Section 2.1the proposed date of filing of such registration statement), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)each Holder, and such notice shall offer such Holders each Holder the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing delivered to the Company within ten (which 10) days of delivery of such written notice by the Company to such Holder. Subject to Sections 2(b), (c) and (d), the Company shall include in such registration statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a "Piggyback Registration"); provided, that if at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to register or to delay registration of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to register its, his or her Registrable Securities in such registration statement and, thereupon, (1) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (2) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such registration statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall specify make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering, subject to the conditions of Sections 2(b) and (c). If the offering pursuant to such registration statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Sections 2(b) and (c). If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back the Registration Statement cannot be so included, then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included (allocated pro rata among the Holders and any other Persons that have requested to participate in such Registration Statement based 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 relative number of such Registrable Securities in accordance with the intended method of distribution thereofregistrable securities then held by each such Holder and such other Persons). Any Each Holder shall have the right be permitted to withdraw its request for inclusion all or part 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, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw from a Piggy-Back Piggyback Registration at any time prior to the time it becomes effective. No effectiveness of such registration effected under this Section 2.2statement; provided, and no failure to effect however, that except as set forth above, if a registration under this Section 2.2Holder voluntarily withdraws all of its Registrable Securities from a Piggyback Registration, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, shall not be liable for any Registration Expenses incurred by such Holder and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith such Holder shall relieve promptly reimburse the Company of for any other obligation under this Agreement (including, without limitation, such amounts received from the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. (a) If at (but without any time obligation to do so) the Company proposes to file register (including for this purpose a Registration Statement under the Securities Act with respect to an offering registration effected by the Company for its own account or for stockholders other than the account of Preferred Holders) any of its respective security holders (stock or other securities under the Act in connection with the public offering of such securities solely for cash, other than (xi) a Registration Statement on Form S-8 (or any substitute form that may be adopted by registration relating solely to the Commission)sale of securities to participants in a stock plan, (yii) a Registration Statement registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, (iii) a registration on Form S-4 (or any substitute form that may be adopted by successor form) relating solely to a transaction pursuant to the Commission); provided that SEC's Rule 145, or (iv) a registration relating to the initial public offering of the Company's Common Stock (so long as such Registration Statement on Form S-4 registration does not include any securities shares of Common Stock registered on account of any person other than the securities to be issued Company), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after the mailing of such notice by the Company in accordance with Section 5.4, the Company shall, subject to the provisions of subsection 3.3(b), cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with a transaction that is referenced in clauses (1) through (3) any offering involving an underwriting of shares of the General Instructions A.1. Company's capital stock, the Company shall not be required under this Section 3.3 to include any of Form S-4 the Holders' securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (as such General Instructions are currently in effector by other persons entitled to select the underwriters), or and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold (zother than by the Company) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall give written notice be required to include in the offering only that number of such proposed filing to securities, including Registrable Securities, which the Holders as soon as practicable (but underwriters determine in no event less than 30 days before their sole discretion will not jeopardize the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent success of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company offering; provided, however, there shall use first be excluded from such registration statement all reasonable efforts to cause the managing Underwriter or Underwriters shares of a proposed underwritten offering to permit the Registrable Securities requested Common Stock sought to be included in a Piggy-Back Registration to be included on the same terms and conditions as therein by (i) any similar securities director, consultant, officer, or employee of the Company or any subsidiary of the Company other security holder than Xxx Xxxxxxxxxxxx, Xxxxxx X. Xxxxxx, Xx., Xxxxxx Xxxxxxxxxxxx and Xxxx X. Xxxxx, (ii) stockholders exercising any contractual or incidental registration rights subordinate and junior to the rights of the Preferred Holders of Registrable Securities, and (iii) stockholders who do not have contractual registration rights. If after such shares are excluded, the underwriters shall determine in their sole discretion that the number of securities which remain to be included in the offering exceeds the amount of securities to be sold that the underwriters determine is compatible with the success of the offering, then the Registrable Securities to be included, if any, shall be apportioned pro rata among the Holders providing notice of their desire to participate in the offering according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such Holders. For purposes of the preceding sentence concerning apportionment, for any selling Holder which is a partnership, limited liability company or corporation, the partners, members, retired members, retired partners, and to permit the sale or other disposition stockholders of such Registrable Securities in accordance with Holder, or the intended method estates and family members of distribution thereof. Any Holder shall have any such partners, members, retired members and retired partners and any trusts for the right to withdraw its request for inclusion benefit of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to of the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder foregoing persons shall be responsible for the fees deemed to be a single "selling Holder," and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior any pro rata reduction with respect to such withdrawal relating to "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. "selling Holder," as defined in this sentence. (c) No registration effected incidental right under this Section 2.2, and no failure 3.3 shall be construed to effect a limit any registration required under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to 3.2 or Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)3.4 herein.

Piggy Back Registration. If at Beginning 45 days after the Closing Date, the Holder shall have the right, for a period of no more than one year from the Closing Date, to include all or any time portion of the Registrable Securities as part of any other registration of securities filed by the Company proposes to file (other than in connection with a Registration Statement (i) shelf takedown on Form S-3 that does not include a resale prospectus; (ii) transaction contemplated by Rule 145(a) promulgated under the Securities Act Act; (iii) or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with respect to an any primary underwritten public offering by the Company for its own account or for the account of any the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that shares of Common Stock which may be adopted by included in the Commissionregistration statement because, in such underwriter(s)’ judgment, (y) a Registration Statement on Form S-4 (marketing or any substitute form that may be adopted by the Commission); provided that other factors dictate such Registration Statement on Form S-4 does not include any securities other than the securities limitation is necessary to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)facilitate public distribution, then the Company shall give written notice be obligated to include in such registration statement only such limited portion of such proposed filing the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested sought to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of by such Holders; provided, however, that the Company or shall not exclude any other security holder included therein and Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to permit the sale or other disposition inclusion of such Registrable Securities securities in accordance such registration statement or are not entitled to pro rata inclusion with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Securities.

Piggy Back Registration. (1) 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 security holders of any class of equity security (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) or a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement in connection with a transaction that is referenced in clauses (1) through (3) of an exchange offer or offering to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days 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 intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). . (2) The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration the registration statement for such offering 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 that either because of (i) the kind or combination of securities which the Holders, the Company and any other security holder persons or entities intend to include in such offering or (ii) the size of the offering which the Holders, the Company and such other persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (a) in the event that the size of the offering is the basis of such 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 Company (if such registration was initially to be filed for the account of the Company) or the other Persons for whose account such registration was initially to be filed) to the extent necessary to reduce the total amount of securities to be included therein in such offering to the 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 offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by Non-Priority Persons other than holders of Registrable Securities is reduced; and (b) in the event that the kind (or combination) of securities to permit be offered is the sale basis of such managing Underwriter's opinion, (x) the 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 other disposition (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 in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of will be excluded from such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementoffering. The Company may withdraw a Piggy-Back will pay all Registration at any time prior to the time it becomes effective. No Expenses (as defined herein) in connection with each registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Securities.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an any firmly underwritten public offering by the Company of its Common Stock for its own account or for the account of any of its respective security holders securityholders (other than (xa) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (yb) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders, (c) a transaction that is referenced in clauses registration incidental to an issuance of debt securities under Rule 144A or (1d) through (3) a registration of securities solely relating to an offering and sale to employees or directors of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1“Company Public Sale”), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "“Piggy-Back Registration"”). Subject to Section 2.3, the Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt by such Holders of any such notice; 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 or selling securityholders shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The Company shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder initiating selling securityholders included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereoftherein. Any Each Holder shall have the right be permitted to withdraw its request for inclusion all or part 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, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw from a Piggy-Back Piggyback Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. (a) If at any time the Company proposes to register any shares of its capital stock under the 1933 Act in connection with the public offering of such securities solely for cash on a form that would also permit the registration of the Registrable Securities (other than a registration statement on Form S-4 or Form S-8 or any successor form thereof), the Company shall, each such time, promptly give the Holders written notice of such determination. Upon the written request of any Holders given within twenty (20) calendar days after the delivery of any such notice by the Company, the Company shall include in such registration statement all of the Registrable Securities that such Holder has requested to be registered. (b) The Company may decline to file a Registration Statement under registration statement after giving notice to the Securities Act Holders pursuant to Section 3(a) above, or withdraw a registration statement after filing and after such notice, but prior to the effectiveness thereof; provided that the Company shall promptly notify the Holders in writing of any such action and provided further that the Company shall bear all expenses incurred by any Holder in connection with respect to such withdrawn registration statement. (c) In connection with any offering involving an offering underwriting of shares being issued by the Company, the Company shall not be required under this Section 3 to include any of the Holders' Registrable Securities in such underwriting unless each such Holder expressly accepts in writing the terms of the underwriting as agreed upon between the Company and the underwriters selected by it; provided that the underwriting agreement shall be in customary form. If in the judgment of the managing underwriter of such offering the inclusion of all of the Registrable Securities requested to be registered would interfere with the successful marketing of shares in such offering, then the number of Registrable Securities to be included in the offering shall be reduced to such smaller number with the participation in such offering to be in the following order of priority: (i) first, the shares of capital stock which the Company proposes to sell for its own account or for the account of any of its respective security holders and (other than (xii) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)second, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration (to be allocated pro rata among such Holders requesting such registration based upon the number of Registrable Securities owned by such Holders); provided that the Registrable Securities included on the same terms and conditions as any similar securities shall not be reduced to less than 20% of the Company or any other security holder included therein and to permit the sale or other disposition of securities in such offering. All Registrable Securities in accordance with so excluded from the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder underwritten public offering shall be responsible for withheld from the fees and expenses referred to in Section 3.3(viii) hereof incurred market by such Holder prior Holders, for a period (not to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time exceed 30 days prior to the time it becomes effective. No registration effected under this Section 2.2effective date of such public offering and 120 days thereafter) that the managing underwriter reasonably determines is necessary, and no failure in order to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)underwritten public offering.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an any offering by the of its Company Shares for its own account or for the account of any of its respective security holders securityholders (other than (xa) any registration statement filed by the Company under the Securities Act relating to an offering of Class B Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 7.4 of the LLC Agreement, (b) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement, (c) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (yd) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders, (e) a transaction that is referenced in clauses (1) through (3) registration incidental to an issuance of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)debt securities under Rule 144A, or (zf) a Registration Statement registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, a Demand Registration pursuant to Section 2.1dividend reinvestment plan, or a merger or consolidation) (a “Company Public Sale”), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities of the class of Company Shares so proposed to be registered by the Company as soon as practicable (but in no event less than 30 ten (10) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities of such class as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "“Piggy-Back Registration"”); provided, that if and so long as a Shelf Registration Statement is on file and effective with respect to Company Shares of such class, then the Company shall have no obligation to effect a Piggy-Back Registration of Company Shares of such class; provided, further, that the Co-Investment Entities shall only have such rights to Piggyback Registration with respect to a Company Public Sale in which a Sponsor is participating as a selling stockholder. Subject to Section 2.4, the Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt by such Stockholders of any such notice (or ten (10) Business Days in the case of a notice pursuant to a Shelf Registration Statement) (and, with respect to the Co-Investment Entities, such Co-Investment entities shall elect to include Registrable Securities to the extent required pursuant to the piggyback obligations in the operating agreement of such Co-Investment Entity); provided, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Stockholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsors to request that such registration be effected as a Demand Registration under Section 2.2, and (ii) in the case of a determination to delay registering, in the absence of a request for a Demand Registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The Company shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company 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 thereoftherein. Any Each Holder shall have the right be permitted to withdraw its request for inclusion all or part 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, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw from a Piggy-Back Piggyback Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. If at any time (a) In the event that the Company proposes shall propose to file a Registration Statement registration statement under the Securities Act with respect relating to an a public offering by or through one or more underwriters of shares of Common Stock for the Company for its Company's own account or for the account of any holder of shares of Common Stock other than Holdings, PHL or any of their Affiliates (a "Selling Shareholder") and on a form and in a manner that would permit the registration of any of the Registrable Shares for sale to the public under the Securities Act, the Company shall (i) give written notice to Holdings of its respective security holders (other than (x) a Registration Statement on Form S-8 (intention to do so and of the right of Holdings, subject to Section 2.2 above, to have any or any substitute form all of the Registrable Shares subject to this Agreement that may be adopted are beneficially owned by Holdings, PHL and their Affiliates at the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that time of such Registration Statement on Form S-4 does not include any securities other than notice included among the securities to be issued covered by such registration statement and (ii) at the written request of Holdings given to the Company within 20 days after the Company provides such notice, use its best efforts to include among the securities covered by such registration statement the number of such Registrable Shares that Holdings shall have requested be so included (subject, however, to reduction in accordance with Section 2.4(b) below). None of Holdings, PHL and their Affiliates, however, shall be entitled to participate in any offering pursuant to this Section 2.4(a) unless and until Holdings, PHL, if participating, and any participating Affiliate have entered into an underwriting or other agreement with such underwriter or underwriters for such offering in such customary form as such underwriter or underwriters shall reasonably determine. (b) Holdings may include Registrable Shares in any registration statement relating to any offering pursuant to Section 2.4(a) above to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by the Company in connection with a transaction that is referenced in clauses (1) through (3) of or the General Instructions A.1Selling Shareholder, as the case may be. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then If the lead managing underwriter selected by the Company shall give written notice of for any such proposed filing to offering determines that marketing factors require a limitation on the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended Shares to be disposed offered and sold by Holdings, PHL and their Affiliates in such offering, there shall be included in such offering only that number of by Registrable Shares, if any, that such Holder lead managing underwriter reasonably and in good faith believes will not jeopardize the intended method(s) of distribution thereof and shall also state the firm intent success of the Holder offering of all shares of Common Stock that the Company or the Selling Shareholder, as the case may be, desires to offer sell for its own account. In such event and provided that the lead managing underwriter has so notified the Company in writing, the shares of Common Stock to be included in such offering shall consist of (i) the securities that the Company or the Selling Shareholder, as the case may be, proposes to sell, and (ii) the number, if any, of Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Shares requested to be included in a Piggy-Back Registration such registration that, in the opinion of such lead managing underwriter, can be sold without jeopardizing the success of the offering of the shares of Common Stock that the Company or the Selling Shareholder, as the case may be, desires to be included sell for its own account. (c) Nothing in this Section 2.4 shall create any liability on the same terms and conditions as any similar securities part of the Company to Holdings, PHL or any other security holder included therein and of their Affiliates if the Company for any reason should decide not to permit the sale file a registration statement proposed to be filed under Section 2.4(a) above or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw such registration statement subsequent to its request for inclusion filing, regardless of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 action whatsoever that Holdings may have taken, whether as a result of the issuance by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)notice hereunder or otherwise.

Piggy Back Registration. (i) If at any time the Company proposes shall hereafter determine to file a Registration Statement under the Securities Act with respect to an offering by the Company register any of its securities, either for its own account or for the account of any a security holder or holders, in a registration statement covering the sale of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by Common Stock to the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement general public pursuant to a Demand Registration pursuant public offering (except with respect to Section 2.1any registration filed on Form S-8, Xxxx X-0 xx any successor forms thereto or forms analogous therewith and except for the registration statement on Form SB-2 filed December 7, 1999), then the Company will: (A) give to each Holder written notice thereof (the "Filing Notice") at least 30 days before filing; provided, however, in the case of a registration statement on Form SB-1, the Company shall be required to give each Holder written notice of such the proposed filing thereof promptly after a decision to the Holders as soon as practicable (but make such filing has been made and in no event less than 30 ten business days before prior to filing; and (B) use its best efforts to include in such registration (and any related qualification under blue sky laws) and in any underwriting involved therein, the anticipated filing dateWarrant Shares specified in a written request or requests by the Holders, made within 15 days after delivery of the Filing Notice, or, in the case of a registration statement on Form SB-1, within seven business days after receipt of the Filing Notice, by any Holder(s), and except to the extent limited by the other terms of this Section 10. (ii) The right of any Holder to registration pursuant to this Section 10 shall be conditioned upon such notice Holder's participation in the underwriting (if an underwriting is pursued). All Holders proposing to distribute their securities through such underwriting shall offer (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Holders underwriting by the opportunity to register such Company, which shall contain standard lock-up provisions which will be negotiated with the lead underwriter in writing. Notwithstanding any other provision of this Section, if the underwriter determines that marketing factors require a limitation of the number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended securities to be disposed underwritten, the Company shall so advise all Holders of by such Holder Warrant Shares which would otherwise be registered and underwritten pursuant hereto, and the intended method(s) Company shall include in such registration first the number of distribution thereof securities requested to be sold by the Company together with the number of securities requested to be sold by the security holders exercising demand registration rights with respect to such registration, if any, and shall also state the firm intent number of securities requested to be sold by security holders exercising registration rights superior to the registration rights of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause Holders, then the managing Underwriter or Underwriters number of a proposed underwritten offering to permit the Registrable Securities Shares requested to be included in a Piggy-Back Registration to the registration which, in the opinion of such underwriter, can be included on the same terms sold, pro rata among all Holders thereof and conditions as any similar securities all other shareholders of the Company or any that have other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance contractual rights with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice respect to the Company registration of its request securities held by such shareholders (the "Other Holders") in proportion, as nearly as practicable, to withdrawthe respective amounts of securities held by such Holders and Other Holders at the time of filing the registration statement, provided that in with further proportional allocations among the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), Holders and Other Holders if any such Holder shall be responsible for the fees and expenses referred or Other Holder has requested less than all such Shares it is entitled to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).register

Piggy Back Registration. If at any time (i) Company may give the Purchasers written notice of each filing by Company proposes to file with the SEC, of a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders registration statement (other than (x) a that certain Draft Registration Statement on Form S-8 (or S-1 submitted September 27, 2022, as amended, as well as any substitute form that may be adopted by the Commission), (y) public filing thereof and subsequent amendment thereto and a Registration Statement registration statement on Form S-4 or Form S-8 or on any successor forms thereto) (or any substitute form that may be adopted in each case, referred to hereinafter as a “Registration”). If requested by the Commission); provided that Purchasers in writing within 20 days after receipt of any such Registration Statement on Form S-4 does not include any securities notice, Company shall, at Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by the Purchasers), register or otherwise include all or, at Purchasers’ option, any portion of the Securities, concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Securities through the securities exchange, if any, on which the shares of common stock of the Company is being sold or on the over-the-counter market, and will use its commercially reasonable efforts through its officers, directors, auditors, and counsel to cause such registration statement or offering statement to become effective or qualified (as applicable) as promptly as practicable, provided however, that Purchasers shall agree to a lock-up of no more than 180 days if all other shareholders who own 1% or more of the Company do the same and if such lock-up is required by the underwriters in such offering. (ii) In the event of a Registration pursuant to these provisions, Company shall use its reasonable commercial efforts to cause the Securities so registered to be issued registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Purchasers may reasonably request; provided, however, that Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business. (iii) Notwithstanding the registration obligations described in this Section 5.3(a), if the Company has engaged an underwriter for a public, registered offering, and the underwriter does not allow the Securities to be included in a Registration to be filed in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)offering, then the Company shall give written notice of such proposed filing use reasonable commercial efforts to convince the Holders underwriter to include the Securities, as soon as practicable (but in no event less than 30 days before the anticipated filing date)required above, and if such notice shall offer such Holders efforts are unsuccessful, then the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent non-inclusion of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder such Registration 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, provided that in the not be deemed an event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)default.

Piggy Back Registration. (a) If at any time the Company proposes shall determine to file a Registration Statement under the Securities Act with respect to an offering by the Company register any of its securities either for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal holders exercising their respective demand registration rights (other than pursuant to Section 2.3(c) 1.5 hereof), other than a registration relating solely to employee benefit plans, or a registration relating to a corporate reorganization or other transaction under Rule 145, or a registration on any registration form that does not permit secondary sales, the Company will: (i) promptly give to each Holder and Founder written notice thereof; and (ii) 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 Section 1.4(b) below, and in any underwriting involved therein, all the Registrable Securities and shares of Common Stock held by the Founders (the "Founders' Shares") specified in a written request or requests, made by any Holder or Founder and received by the Company within 15 days after the written notice from the Company described in clause (i) above is mailed or delivered by the Company. Such written request may specify all or a part of a Holder's Registrable Securities or of a Founder's Shares, as the case may be. (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 and Founders as a part of the written notice given pursuant to Section 1.4(a)(i). In such event, the right of any Holder or Founder to registration pursuant to this Section 1.4 shall be responsible for conditioned upon such Holder's or Founder's participation in such underwriting and the fees inclusion of such Holder's Registrable Securities or Founder's Shares in the underwriting to the extent provided herein. All Holders or Founders proposing to distribute their securities through such underwriting shall (together with the Company and expenses referred the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 3.3(viii1.4, if the representative of the underwriters advises the Company in 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) hereof incurred by such Holder prior exclude all Registrable Securities and Founders' Shares from, or limit the number of Registrable Securities and Founders' Shares to such withdrawal relating to such Registration Statementbe included in, the registration and underwriting. The Company may withdraw a Piggy-Back Registration at any time prior shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the time it becomes effectiveCompany for securities being sold for its own account and thereafter as set forth in Section 1.14. No registration effected under this Section 2.2If any person does not agree to the terms of any such underwriting, and no failure to effect a registration under this Section 2.2, he shall relieve be excluded therefrom by written notice from the Company of its obligation to effect a or the underwriter. Any Registrable Securities, Founders' Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration upon or if the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale number of Registrable Securities or Founders' Shares to be included in connection therewith shall relieve such registration was previously reduced as a result of marketing factors, the Company shall then offer 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 any other obligation under this Agreement (includingshares so withdrawn, without limitation, with such shares to be allocated among the Company's obligations under Sections 3.2 and 4.1)persons requesting additional inclusion in accordance with Section 1.14 hereof.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (xi) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Notwithstanding anything contained herein, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering to permit described in Section 2.2 have informed, in writing, the Piggy-Back Holders that it is their opinion that the total number of Shares that the Company and Holders of Registrable Securities and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of Shares to be offered for the account of the Piggy-Back Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero, if necessary) 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 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 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 offering to the Company number of its request to withdrawShares, provided if any, recommended by such managing Underwriters; provided, however, that in the event of (A) if such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible offering is effected for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company account of its obligation to effect a registration upon the request of Demanding Holders pursuant to Section 2.1, then the number of Shares to be offered for the account of each Person shall be reduced in accordance with Section 2.3(a), and no failure to effect a registration under this Section 2.2 and to complete (B) if such offering is effected for the sale of Registrable Securities in connection therewith shall relieve the Company account of any other obligation under securityholder of the Company, pursuant to the demand registration rights of such securityholder, then (x) the number of Shares to be offered for the account of the Piggy- Back Holders and any other holders that have requested to include Shares in such registration (but not such securityholders who have exercised their demand registration rights) shall be reduced (to zero, if necessary), in the case of this Agreement clause (includingx) pro rata in proportion to the respective number of Shares requested to be registered and (y) thereafter, without limitationif necessary, the Company's obligations under Sections 3.2 number of Shares to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary), 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 Piggy-Back Holders or other Persons requesting inclusion in such offering that the kind of securities that the Piggy-Back Holders, the Company and 4.1).any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the Shares 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 or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Shares requested to be included would have on such offering, such Shares will be excluded from such offering. 4

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect for sale to an offering by the Company public, whether for its own account or for the account of any Other Holders or both (except with respect to Registration Statements filed pursuant to demand under the Registration Rights Agreement dated August 20, 1998 and Registration Statements on Forms S-4 or S-8 or for purposes permissible under such forms as of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commissiondate hereof), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable (but in do so no event less than 30 20 days before prior to the anticipated filing date), and . Upon the written request received by the Company from any Holder no later than the 15th day after receipt by such holder of the notice shall offer such Holders sent by the opportunity to register such number of Registrable Securities as each such Holder may request Company (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included on covered by such Registration Statement, all to the same terms and conditions as any similar securities of the Company or any other security holder included therein and extent required to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; provided, however, that the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2effectiveness of any such Registration Statement, in its sole discretion and no failure to effect a registration under this Section 2.2without the consent of any Holder, shall relieve abandon any proposed offering by the Company of its obligation in which any Holder had requested to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale participate. The number of Registrable Securities to be included in connection therewith such a registration may be reduced or eliminated if and to the extent, in the case of an underwritten offering, the managing underwriter shall relieve advise the Company that such inclusion would materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that such number of shares of Registrable Securities shall not be reduced if any securities included in such registration are included other than for the account of the Company unless the shares included in the Registration for the account of such Persons are also reduced on a pro rata basis, provided, in the case of a Registration Statement filed pursuant to the exercise of demand registration rights of any other obligation under this Agreement (includingOther Holders, without limitation, priority shall be given first to the Company's obligations under Sections 3.2 and 4.1)Other Holders that demand such registration.

Piggy Back Registration. 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 security holders of any class of its respective security holders (other than (x) equity securities for cash, including without limitation, a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant response to a request for Demand Registration pursuant to Section 2.13.1 (other than (a) the SAIF Shelf Registration Statement, (b) a registration statement filed in connection with a business combination or an exchange offer, (c) an offering of securities solely to the Company's existing security holders or (d) an offering related to any compensatory benefit plan, to which this Section 3.2 shall not apply), then the Company shall give written notice of such proposed filing to the Holders each Holder as soon as practicable (but in no event less than 30 14 days before the anticipated filing date), and such notice shall offer such Holders each other Holder the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by each other Holder to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any A Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 3.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.23.2, and no failure to effect a registration under this Section 2.23.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders obligations pursuant to Section 2.13.1, and no failure to effect a registration under this Section 2.2 3.2 and to complete the sale of Registrable Securities Equity 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)Agreement.

Piggy Back Registration. (a) If at any time after the Company has completed a Public Equity Offering the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of the holders of any class of its respective security holders Common Stock in a firmly underwritten Public Equity Offering (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), SEC) or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less fewer than 30 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities Warrant Shares 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 Warrant Shares intended to be disposed of by such Selling Holder) (a "Piggy-Back Registration"). Upon the written request of any such Holder made within 30 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent Company will, subject to the terms of this Agreement, effect the Holder to offer registration under the Securities Act of all Registrable Securities for sale) (a "Piggy-Back Registration"). The which the Company shall use all reasonable efforts has been so requested to cause register by the managing Underwriter or Underwriters of a proposed underwritten offering Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities requested so to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition registered, by inclusion of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have registration statement that covers the right securities which the Company proposes to withdraw its request for inclusion register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either 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 and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in any connection with such registration (but not from its obligation to pay the Registration Statement pursuant to this Section 2.2 by giving written notice Expenses in connection therewith), without prejudice, however, to the Company rights of its any holder or holders of Registrable Securities entitled to do so to request to withdrawthat such registration be effected as a registration under Section 2, provided that and (ii) in the event case of such withdrawal (other than pursuant a determination to Section 2.3(c) hereof)delay registering, such Holder shall be responsible permitted to delay registering any Registrable Securities, for the fees and expenses referred to same period as the delay in Section 3.3(viii) hereof incurred by registering such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveother securities. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, 3 shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).obligation

Piggy Back Registration. (a) If at any time after the Company has completed a Public Equity Offering (or in connection with the Company's initial Public Equity Offering if any Management Holders are given the opportunity to register any securities in such Public Equity Offering) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of the holders of any class of its respective security holders Common Stock in a firmly underwritten Public Equity Offering (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), SEC) or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less fewer than 30 10 days before the anticipated filing date), and such notice shall offer such Holders the 7 opportunity to register such number of Registrable Securities Warrant Shares as each such Holder may request in writing within 20 days after receipt of such written notice from the Company (which request shall specify the Warrant Shares intended to be disposed of by such Selling Holder) (a "Piggy-Back Registration"). Upon the written request of any such Holder made within 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method(smethod of disposition thereof), the Company will, subject to the terms of this Agreement, effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of distribution thereof the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement that covers the securities which the Company proposes to register, provided that if, at any time after giving written notice of its intention to register any securities and shall also state prior to the firm intent effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to offer register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for salethe same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 2. (b) (a "Piggy-Back Registration"). The Company shall use all its reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on in 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 these provisions by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No effective date of such registration effected under statement. (c) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.23 and the Selling Holders shall pay the underwriting discounts, commissions, and no failure transfer taxes, if any, relating to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of such Selling Holders' Registrable Securities in connection therewith shall relieve pursuant to this Section 3, such costs being allocated pro rata among all Selling Holders on whose behalf Registrable Securities of the Company are included in such registration on the basis of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)respective amounts of Registrable Securities then being registered on their behalf.

Piggy Back Registration. (i) If at any time within ninety (90) days of the date hereof (the “Piggy-Back Registration Period”), the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity or debt securities, or securities by the Company for its own account or for holders of the Company for their account (or by the Company and by holders of any of its respective security holders the Company) (an “Offering”), other than (x) a Registration Statement (i) on Form S-8 (S-8, or any substitute form that may be adopted by the Commission)successor or similar form, (yii) for an exchange offer or offering of securities solely to the Company’s existing holders, (iii) for a Registration Statement dividend reinvestment plan or (iv) to register securities on a Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)S-4, or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)on any successor or similar form, then the Company shall (x) give written notice notice, either orally or in writing, of such proposed filing to the Holders as soon as practicable (but of Registrable Securities, offer to the Holders of Registrable Securities in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register for resale on a resale prospectus included in such Registration Statement such number of shares of Registrable Securities as such Holders may request orally or in writing (a “Holder’s Piggy-Back Request”). The Company shall cause that number of Registrable Securities as each such Holder may request (which request shall specify set forth in the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Holder’s Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested Request to be included in a Piggy-Back Registration to be included on the same terms such registration. The filing and conditions as any similar securities effectiveness dates of the Registration Statement filed under this Section 2(a) shall be as set forth in the registration rights agreements, or other agreements, entered into in connection with an Offering, if any, otherwise the filing date shall be the date determined by the Company or any other security holder included therein and the effective date shall be the date the Commission declares the Registration Statement effective. (ii) Notwithstanding anything to the contrary set forth in this Section 2 (a), in the event the Commission does not permit the sale or other disposition Company to register all of such the Registrable Securities in accordance with the intended method Registration Statement because of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion Commission’s application of its Rule 415, the Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder be registered shall be responsible for reduced, on a pro-rata basis, among the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior Holders to such withdrawal relating number permitted to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)be registered.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (xi) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Notwithstanding anything contained herein, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering described in Section 2.2 have informed, in writing, the Company that it is their opinion that the total number of Shares that the Company and any other Persons desiring to permit participate in such registration intend to include in such offering is such as to materially and adversely affect the Registrable Securities success of such offering, then the number of Shares to be offered for the account of the Investor and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero, if necessary) 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 a Piggy-Back 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 an ----------------- Apollo Holder (as defined in the Registration Rights Agreement dated November 4, 1997 between Paragon and the signatories thereto (the "Apollo Registration Rights Agreement")) or transferee of an Apollo Holder pursuant thereto, then (x) the number of Shares to be offered for the account of the Investor and any other holders that have requested to include Shares in such registration (other than parties to the Apollo Registration Rights Agreement) shall be reduced (to zero, if necessary), in the case of this clause (x) pro rata in proportion to the --- ---- respective number of Shares requested to be registered and (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), to the extent necessary to reduce the total number of Shares requested to be included on in such offering to the same terms number of Shares, if any, recommended by such managing Underwriters and conditions (z) thereafter, if necessary, the Shares to be offered for the accounts of the parties to the Apollo Registration Rights Agreement shall be reduced as provided therein. (ii) If the managing Underwriter or Underwriters of any similar underwritten offering described in Section 2.2 notify the Company that the kind of securities of that the Investor, the Company or any other security holder included therein Persons desiring to participate in such registration intend to include in such offering is such as to materially and to permit adversely affect the sale or other disposition success of such Registrable Securities offering, then the Shares to be included in accordance with such offering by the intended method Investor shall be reduced as described in clause (i) above or if such reduction would, in the judgment of distribution thereof. Any Holder shall have the right managing Underwriter or Underwriters, be insufficient to withdraw its request for substantially eliminate the adverse effect that inclusion of its Registrable Securities in any Registration Statement pursuant the Shares requested to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of be included would have on such withdrawal (other than pursuant to Section 2.3(c) hereof)offering, such Holder shall Shares will be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by excluded from such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. 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 security holders of any class of its respective security holders (other than (x) equity securities for cash, including without limitation, a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant response to a request for Demand Registration pursuant to Section 2.12.1 (other than a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing security holders or for any compensatory benefit plan), then the Company shall give written notice of such proposed filing to the Holders each Holder as soon as practicable (but in no event less than 30 14 days before the anticipated filing date), and such notice shall offer such Holders each other Holder the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). ----------------------- The Company shall use all its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by each other Holder to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any A Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders obligations pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities Equity 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. If at any time the Company proposes shall determine to file a Registration Statement register under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its common stock (other than a registration relating solely to the sale of securities to participants in a Company employee benefits plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities which are also being registered), it shall send to each Holder written notice of such determination and, if within ten (10) business days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all of the Registrable 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 Company, the managing underwriter shall impose a limitation on the number of shares of common stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an offering amount of Registrable Shares equal to the product of (i) the number of Registrable Shares that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage, as that term is defined in Section 1.4. Notwithstanding the foregoing, no such reduction shall be made with respect to securities being offered by the Company for its own account or for the account of account. If any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) Holder disapproves of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice terms of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)underwriting, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder he may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right elect to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 therefrom by giving written notice to the Company of its request to withdraw, provided that in and the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)underwriter.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (xi) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Notwithstanding anything contained herein, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering described in Section 2.2 have informed, in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, Holders and any other Persons holding securities of the same class as the Registrable Securities desiring to permit participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then, the Company will include in such registration (A) first, all the -6- 77 shares the Company offered for its own account, if any, (B) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, the shares offered by the holders of securities as a result of their exercise of "demand" registration rights by such holders, if any, and (C) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, the number of shares offered by the Holders and such other holders of securities of the same class as the Registrable Securities whose piggy-back registration rights may not be reduced without violating their contractual rights (provided such contractual rights were in existence prior to the date of this Agreement), on a pro rata basis in proportion to the relative number of Registrable Securities of the holders (including the Holders) participating in such registration. (ii) If the managing Underwriter or Underwriters of any underwritten offering described in Section 2.2 notify the Holders requesting inclusion in such offering that the kind of securities that the Holders, the Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, (A) the Registrable Securities to be included in such offering shall be reduced as described in clause (i) above or (B) if such reduction would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the material adverse effect that inclusion of the Registrable Securities requested to be included in a Piggy-Back Registration to be included would have 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 offering, such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of will be entirely excluded from such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. 2.1 If the Transferee at any time the Company proposes to file a Registration Statement register any Icon Common Stock under the Securities Act with respect for sale to an offering by the Company public, whether for its own account or for the account of any of its respective other security holders or both (other than (x) a Registration Statement except with respect to registration statements on Form S-8 (or any substitute Form S-4 or another form that may be adopted by not available for registering Restricted Securities for resales to the Commissionpublic), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company time it shall give written notice to all holders of such proposed filing Restricted Securities of its intention so to do. Subject to the Holders as soon as practicable restrictions contained in the Affiliate Agreement, upon the written request of any holder of Restricted Securities, given within thirty (but in no event less than 30 30) days before after the anticipated filing date)date of any such notice, and such notice shall offer such Holders the opportunity to register such number any of Registrable its Restricted Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company Transferee shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Restricted Securities as to permit the Registrable Securities which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Transferee, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Securities so registered. Notwithstanding anything to the contrary contained herein, the Transferee may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted Securities. Any request by a Piggy-Back Registration holder pursuant to this Section 2 to register Restricted Securities shall specify that either (i) such Restricted Securities are to be included in the underwriting on the same terms and conditions as the shares of Icon Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Securities are to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar securities circumstances. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Icon Common Stock, the number of Restricted Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Securities in accordance with the number of Restricted Securities owned by them) if and to the extent that the managing underwriter shall be of the Company or any other security holder included therein and opinion that such inclusion would adversely affect its ability to permit the sale or other disposition of effect such Registrable Securities offering in accordance with the intended method of distribution thereof. Any Holder shall The Transferee represents and warrants to the Transferors that no holders of securities of the Transferee have been granted any registration rights other than as described in the right to withdraw its request for inclusion of its Registrable Securities in any Transferee's Registration Statement pursuant to this Section 2.2 on Form S-1 (File No. 333-38339) declared effective by giving written notice to the Company of its request to withdrawCommission on February 12, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)1998.

Piggy Back Registration. If (a) If, at any time following the Company expiration or termination of the transfer restrictions set forth in Section 6.1, for so long as DoCoMo owns Registrable Securities having an aggregate Market Value of at least $1 billion or representing at least 2% of the Economic Interest Percentage of AT&T Wireless (prior to the Spin-off) or of the outstanding voting securities of AT&T Wireless (after the Spin-off), AT&T (prior to the Spin-off) or AT&T Wireless (after the Spin-off) proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for register any Equity Shares on its own account behalf or for the account on behalf of any of its respective security holders stockholders, on a form and in a manner that would permit registration of the Registrable Securities (other than (x) in connection with dividend reinvestment plans, rights offerings or a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or S-8 or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectsimilar successor form), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company Issuer shall give reasonably prompt written notice to DoCoMo of such proposed filing its intention to do so, which notice shall be given to DoCoMo not less than 45 days prior to the Holders as soon as contemplated filing date, if it is reasonably practicable (to do so at such time, and otherwise promptly after an initial filing date is first contemplated, but in no event less than 30 days before 12 Business Days prior to the anticipated contemplated filing datedate for such registration statement. Upon the written election of DoCoMo (a "PIGGY-BACK REQUEST") given within 20 Business Days following the receipt of written notice from the Issuer (but in no event later than two Business Days prior to the contemplated filing date for such registration statement indicated in such notice), and such notice which election shall offer such Holders specify the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by DoCoMo, the Issuer shall include in such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) registration statement (a "PIGGY-BACK REGISTRATION"), subject to the provisions of this Section 7.2, such number of the Registrable Securities as shall be set forth in such Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveRequest. No registration effected under this Section 2.2, and no failure 7.2 shall relieve the Issuer of its obligations to effect a Demand Registration required under Section 7.1. (b) In the event that, following the expiration or termination of the transfer restrictions set forth in Section 6.1, AT&T (prior to the Spin-off) or AT&T Wireless (after the Spin-off) proposes to register Equity Shares in connection with an underwritten offering and a nationally recognized investment banking firm selected by AT&T or AT&T Wireless, as the case may be, to act as managing underwriter thereof reasonably and in good faith shall have advised the Issuer, DoCoMo, or any other holder of Equity Shares intending to offer Equity Shares in the offering (each, an "OTHER HOLDER") that, in its opinion, the inclusion in the registration statement of some or all of the Registrable Securities sought to be registered by DoCoMo would adversely affect the price or success of the offering, the Issuer shall include in such registration statement such number of Equity Shares as it was advised can be sold in such offering without such an effect (the "MAXIMUM NUMBER") as follows and in the following order of priority: (A) FIRST, if such registration was initiated by AT&T or AT&T Wireless, such number of shares of AT&T Wireless Stock as AT&T or AT&T Wireless intended to be registered and sold, or, if such registration is on behalf of any Other Holders, such number of Equity Shares as such Other Holders intended to be registered and sold, and (B) SECOND, if and to the extent that the number of Equity Shares to be registered under clause (A) is less than the Maximum Number, such number of Equity Shares as DoCoMo, AT&T or AT&T Wireless (if such registration was not initiated by AT&T or AT&T Wireless) and any Other Holders (or additional Other Holders) shall have intended to register that, when added to the number of Equity Shares to be registered under clause (A), is less than or equal to the Maximum Number, on a pro rata basis according to the total number of Equity Shares intended to be registered by each such Person. (c) The rights set forth in this Section 2.2, 7.2 shall relieve the Company of its obligation not apply to effect a any registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve with the Company of any other obligation under this Agreement (including, without limitation, Spin-off or the Company's obligations under Sections 3.2 and 4.1)Exchange Offer.

Piggy Back Registration. If (a) If, at any time following the Company expiration or termination of the transfer restrictions set forth in Section 6.1, for so long as DoCoMo owns Registrable Securities having an aggregate Market Value of at least $1 billion or representing at least 2% of the Economic Interest Percentage of AT&T Wireless (prior to the Spin-off) or of the outstanding voting securities of AT&T Wireless (after the Spin-off), AT&T (prior to the Spin-off) or AT&T Wireless (after the Spin-off) proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for register any Equity Shares on its own account behalf or for the account on behalf of any of its respective security holders stockholders, on a form and in a manner that would permit registration of the Registrable Securities (other than (x) in connection with dividend reinvestment plans, rights offerings or a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or S-8 or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectsimilar successor form), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company Issuer shall give reasonably prompt written notice to DoCoMo of such proposed filing its intention to do so, which notice shall be given to DoCoMo not less than 45 days prior to the Holders as soon as contemplated filing date, if it is reasonably practicable (to do so at such time, and otherwise promptly after an initial filing date is first contemplated, but in no event less than 30 days before 12 Business Days prior to the anticipated contemplated filing datedate for such registration statement. Upon the written election of DoCoMo (a “Piggy-Back Request”) given within 20 Business Days following the receipt of written notice from the Issuer (but in no event later than two Business Days prior to the contemplated filing date for such registration statement indicated in such notice), and such notice which election shall offer such Holders specify the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by DoCoMo, the Issuer shall include in such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) registration statement (a "“Piggy-Back Registration"”). The Company shall use all reasonable efforts , subject to cause the managing Underwriter or Underwriters provisions of a proposed underwritten offering to permit this Section 7.2, such number of the Registrable Securities requested to as shall be included set forth in a such 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 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, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveRequest. No registration effected under this Section 2.2, and no failure 7.2 shall relieve the Issuer of its obligations to effect a Demand Registration required under Section 7.1. (b) In the event that, following the expiration or termination of the transfer restrictions set forth in Section 6.1, AT&T (prior to the Spin-off) or AT&T Wireless (after the Spin-off) proposes to register Equity Shares in connection with an underwritten offering and a nationally recognized investment banking firm selected by AT&T or AT&T Wireless, as the case may be, to act as managing underwriter thereof reasonably and in good faith shall have advised the Issuer, DoCoMo, or any other holder of Equity Shares intending to offer Equity Shares in the offering (each, an “Other Holder”) that, in its opinion, the inclusion in the registration statement of some or all of the Registrable Securities sought to be registered by DoCoMo would adversely affect the price or success of the offering, the Issuer shall include in such registration statement such number of Equity Shares as it was advised can be sold in such offering without such an effect (the “Maximum Number”) as follows and in the following order of priority: (A) first, if such registration was initiated by AT&T or AT&T Wireless, such number of shares of AT&T Wireless Stock as AT&T or AT&T Wireless intended to be registered and sold, or, if such registration is on behalf of any Other Holders, such number of Equity Shares as such Other Holders intended to be registered and sold, and (B) second, if and to the extent that the number of Equity Shares to be registered under clause (A) is less than the Maximum Number, such number of Equity Shares as DoCoMo, AT&T or AT&T Wireless (if such registration was not initiated by AT&T or AT&T Wireless) and any Other Holders (or additional Other Holders) shall have intended to register that, when added to the number of Equity Shares to be registered under clause (A), is less than or equal to the Maximum Number, on a pro rata basis according to the total number of Equity Shares intended to be registered by each such Person. (c) The rights set forth in this Section 2.2, 7.2 shall relieve the Company of its obligation not apply to effect a any registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve with the Company of any other obligation under this Agreement (including, without limitation, Spin-off or the Company's obligations under Sections 3.2 and 4.1)Exchange Offer.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (xi) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Notwithstanding anything contained herein, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering described in Section 2.2 have informed, in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, Holders and any other Persons holding securities of the same class as the Registrable Securities desiring to permit participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then, the Company will include in such registration (y) first, all the shares the Company offered for its own account, if any, (z) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, the number of shares offered by the Holders and such other holders of securities of the same class as the Registrable Securities whose piggy-back registration rights may not be reduced without violating their contractual rights (provided such contractual rights were in existence prior to the date of this Agreement), on a pro rata basis in proportion to the relative number of Registrable Securities of the holders (including the Holders) participating in such registration. (ii) If the managing Underwriter or Underwriters of any underwritten offering described in Section 2.2 notify the Holders requesting inclusion in such offering that the kind of securities that the Holders, the Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (i) above or (y) if such reduction would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included in a Piggy-Back Registration to be included would have 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 offering, such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of will be excluded from such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. (i) If the Company at any time the Company proposes to file a Registration Statement under the Securities Act registration statement on Form F-1, F-3 or otherwise, with respect to an any offering by the Company of its equity securities for its own account or for the account of any of its respective security holders other Persons (other than (xi) a Registration Statement under Section 2(a), (ii) a registration statement on Form F-4 or S-8 (or any substitute form that may be adopted by such other similar successor forms then in effect under the CommissionSecurities Act), (yiii) a Registration Statement on Form S-4 registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a registration statement relating solely to dividend reinvestment or similar plans or (vi) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its subsidiaries that are convertible or exchangeable for Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3successor provisions) of the General Instructions A.1. Securities Act may resell such notes and sell the Common Stock into which such notes may be converted or exchanged (each of Form S-4 clauses (as such General Instructions are currently in effecti)-(v), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1"Company Public Sale")), then then, as soon as practicable (but in no event less than 10 days prior to the proposed date of filing of such registration statement), the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)Holders, and such notice shall offer such Holders each Holder the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing delivered to the Company within ten (which request 10) days of delivery of such written notice by the Company. Subject to Sections 2(b), (c) and (d), the Company shall specify the include in such registration statement all such Registrable Securities intended that are requested by Holders to be disposed of by such Holder and included therein in compliance with the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) immediately foregoing sentence (a "Piggy-Back Piggyback Registration"). The ; provided, that if at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such Piggyback Registration, the Company shall use all reasonable efforts determine for any reason not to cause register or to delay registration of the managing Underwriter or Underwriters equity securities covered by such Piggyback Registration, the Company shall give written notice of a proposed underwritten offering such determination to permit the Registrable Securities each Holder that had requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company register its, his or any other security holder included therein and to permit the sale or other disposition of such her Registrable Securities in accordance such registration statement and, thereupon, (1) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (2) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such registration statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements with the intended method managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of distribution thereofSections 2(b), (c) and (d). Any If the offering pursuant to such registration statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Sections 2(b), (c) and (d). Each Holder shall have the right be permitted to withdraw its request for inclusion all or part 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, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw from a Piggy-Back Piggyback Registration at any time prior to the time it becomes effective. No effectiveness of such registration effected under this Section 2.2statement; provided, and no failure to effect however, that except as set forth above, if a registration under this Section 2.2Holder voluntarily withdraws all of its Registrable Securities from a Piggyback Registration, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, shall not be liable for any Registration Expenses incurred by such Holder and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith such Holder shall relieve promptly reimburse the Company of for any other obligation under this Agreement (including, without limitation, such amounts received from the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. (i) If at any time the Company proposes intends to file on its behalf or on behalf of any of its shareholders (including Covered Holders, with respect to Registrable Securities, and eligible holders of Series B Registrable Securities) a Registration Statement 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 Registrable Securities held by the Company for its own account or for the account of any of its respective security holders (a Covered Holder, other than (x) a Registration Statement registration statement on Form S-8 (or Form S-4 or any substitute successor form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)forms promulgated for similar purposes, then the Company shall give written notice (an "Intended Offering Notice") of such proposed filing intention to the Holders as soon as practicable (but in no event less than each Covered Holder at least 30 business days before prior to the anticipated filing date), and date of such notice registration statement. Such Intended Offering Notice shall offer to include in such Holders registration statement for offer to the opportunity to register public such number or amount of Registrable Securities as each such Covered Holder may request 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 request shall specify 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 intended included in such registration statement and offered to be disposed the public shall so advise the Company in writing (the written notice of by any such Covered Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (being a "Piggy-Back Registrationback 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 Securities such Covered Holder desires to have included in the registration statement and offered to the public. The Upon the 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. (ii) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company in writing that in its or their opinion the number of securities proposed to be registered exceeds the number that can be sold in such offering, the Company shall use all reasonable efforts include in such registration the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold as follows: (i) first, the securities that the Company proposes to cause sell on its behalf or, if the managing Underwriter offering is a Demand Registration the securities proposed to be sold, for the shareholder or Underwriters shareholders initiating such Demand Registration, as the case may be, (ii) second, holders of a proposed underwritten offering to permit the Registrable Securities and holders of Series B Registrable Securities, pro rata among such holders and (iii) third, other securities requested to be included in such registration; provided, however, the Covered Holders and the eligible holders of Series B Registrable Securities desiring to have securities included in such an underwritten offering (other than in the case of a PiggyDemand Registration) shall not be reduced to less than 20 percent of the aggregate securities to be sold in such offering, split in equal one-Back half parts (10 percent each) between the Covered Holders and the holders of the Series B Registrable Securities. Notwithstanding the provisions of this Subsection (ii), if the registration was initiated at the request of the holders of Series B Registrable Securities pursuant to their demand rights as set forth in the Series B Registration Rights Agreement, priority in underwriter cutbacks with respect to such registration shall be governed by the provisions of the Series B Registration Rights Agreement, provided that the Covered Holders that have requested inclusion of their securities to be included on therein shall have priority over any persons, other than Covered Holders as defined in the same terms Series B Registration Rights Agreement, holding securities requested to be included in such registration, and conditions as the twenty percent requirement set forth in the previous sentence shall not apply to any similar securities such registration initiated at the request of holders of Series B Registrable Securities. (iii) The rights of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement Covered Holders pursuant to this Section 2.2 by giving written notice Subsections (a) and (b) hereof are cumulative, and the exercise of rights under one such Subsection shall not exclude the subsequent exercise of rights under the other such Subsection. Notwithstanding anything herein to the contrary, the Company of its request to withdraw, provided that in the event of such withdrawal may abandon and/or withdraw any registration (other than pursuant to Section 2.3(cSubsection (a) hereof)) as to which any right under this Subsection (b) may exist at any time and for any reason without liability hereunder. In such event, such the Company shall so notify each Covered Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw that has delivered a Piggy-Back Registration at any time back Notice to participate therein. (iv) Except for registration rights granted by the Company after the date hereof which are subordinate to the rights of the Covered Holders pursuant to Subsection (a) hereof and this Subsection (b), prior to the time it becomes effective. No registration effected under termination of this Section 2.2Agreement, and no failure to effect a registration under this Section 2.2, shall relieve the Company shall not grant any registration rights to any other Person without the consent of its obligation to effect holders of a registration upon majority of the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)then outstanding.

Piggy Back Registration. (a) 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 of any shares of Common Stock (i) for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (zii) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)for the account of any holders of its securities, then the Company shall will give written notice of such proposed filing to the Holders holders of Registrable Securities as soon as practicable (but in no event provided that holders of Registrable Securities will be given such notice not less than 30 20 calendar days before prior to the anticipated filing datedeadline set by the Company for electing to include Registrable Securities in such offering), and such notice shall will offer such Holders holders the opportunity opportunity, subject to the limitations provided in Section 3.2(b), to register such number of shares of Registrable Securities as each such Holder Stockholders may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar the registration of the Company's or such other holders' securities. (b) Notwithstanding anything contained herein, if the managing Underwriter of an underwritten offering under this Section 3.3 advises the Company in writing that the success or pricing of the offering would be materially and adversely affected by the inclusion of all of the securities requested to be included, then the Company will include in such registration (i) first, the securities the Company proposes to offer for sale and (ii) second, the number of other securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, Registrable Securities) so requested to be included which in the Company's obligations under Sections opinion of the managing Underwriter can be sold, allocated pro rata among the Stockholders proposing to offer Registrable Securities for sale. (c) A request by MUSI or the Frisby Stockholder Group to include Registrable Securities in a proposed underwritten offering pursuant to this Section 3.2 and 4.1)will not be deemed to be a request for a demand registration pursuant to Section 3.1.

Piggy Back Registration. (a) If at any time after the Company has completed a Public Equity Offering the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of the holders of any class of its respective security holders Common Stock in a firmly 7 underwritten Public Equity Offering (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), SEC) or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less fewer than 30 10 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 in writing within 20 days after receipt of such written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for saleSelling Holder) (a "Piggy-Back Registration"). Upon the written request of any such Holder made within 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement that covers the securities which the Company proposes to register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 2. (b) The Company shall use all its reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on in 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 these provisions by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No effective date of such registration effected under statement. (c) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.23 and the Selling Holders shall pay the underwriting discounts, commissions, and no failure transfer taxes, if any, relating 8 to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of such Selling Holders' Registrable Securities in connection therewith shall relieve pursuant to this Section 3, such costs being allocated pro rata among all Selling Holders on whose behalf Registrable Securities of the Company are included in such registration on the basis of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)respective amounts of Registrable Securities then being registered on their behalf.

Piggy Back Registration. If at any time during the Demand Period a Demand Registration Statement with respect to a Holder’s Registrable Securities is not effective, then such Holder may participate in a Piggy-Back Registration (as defined below) pursuant to this Section 2(b); provided that, if and so long as a Demand Registration Statement is on file and effective with respect to such Holder’s Registrable Securities, then the Company shall have no obligation to allow such Holder to participate in a Piggy-Back Registration. (1) If the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering by the Company for its own account or for the account of any of its respective holders of any class of equity security holders (other than (xi) any registration statement filed by the Company under the Securities Act relating to an offering of Common Shares for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than pursuant to Section 2(a)(2) or (iii) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company’s existing securityholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 ten (10) days before the anticipated filing date), and such notice shall offer such Holders offer, subject to Section 2(b)(2), each Holder the opportunity to register such number all, but not less than all, of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of held by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "“Piggy-Back Registration"”). The Company shall use all its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. (2) Notwithstanding anything contained herein, if in the opinion of the managing underwriter or underwriters of an offering described in Section 2(a) and Section 2(b) hereof, the (i) size of the offering that the Holders, the Company and such other Persons intend to make or (ii) kind of securities that the Holders, the Company and/or any other security holder Persons intend to include in such offering are such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such underwriter’s opinion, the amount of securities to be offered for the accounts of the Holders shall be reduced pro rata (among the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included therein in such offering to the amount recommended by such managing underwriter or underwriters; provided that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of such other Persons, as well as the Company, then with respect to the Registrable Securities intended to be offered by the Holders, the proportion by which the amount of such class of securities intended to be offered by the Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other Persons is reduced; and (B) if the combination of the securities to permit be offered is the sale basis of such underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or other disposition (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities in accordance with will be excluded from such offering. (3) For the intended method avoidance of distribution thereof. Any Holder shall have doubt, the right rights 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, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under contained in this Section 2.2, and no failure 2(b) are intended to effect a apply to any registration under this Section 2.2, shall relieve statement filed for an underwritten equity offering intended to close contemporaneously with the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Listing Event.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any securities under the Securities Act with respect for sale to the public (other than in an offering by the Company IPO), whether for its own account or for the account of any of its respective other security holders or both (other than (x) a Registration Statement except with respect to registration statements on Form Forms S-4 or S-8 (for purposes permissible under such forms as of the date hereof, or any substitute form successor forms for comparable purposes that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company promptly (and in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in any event no event less than 30 days 15 Business Days before the anticipated filing date), ) will give written notice to all Holders (the "Company Notice") of its intention to do so and the terms and conditions applicable to any similar securities included in such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such offering. Any Holder may request that the Company register under the Securities Act any of the Holder's Registrable Securities by giving written notice to the Company (which request shall specify the "Inclusion Request") set forth the Holder's intended method of disposition of the Registrable Securities intended to be disposed Securities. Upon the receipt of by any Inclusion Request received not later than ten Business Days after such Holder and the intended method(s) of distribution thereof and shall also state the firm intent Holder's receipt of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall Notice, the Company will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested identified in the Inclusion Request to be included in a Piggy-Back Registration the securities to be included covered by the registration statement proposed to be filed by the Company, on the same terms and conditions as any similar securities of included therein, to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder of such Registrable Securities in accordance with the intended method its Inclusion Request, all in accordance with Section 2.03 of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, and the Company's obligations under Sections 3.2 and 4.1).following:

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (xi) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Notwithstanding anything contained herein, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering described in Section 2.2 have informed, in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, Holders and any other Persons holding securities of the same class as the Registrable Securities desiring to permit participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then, the Company will include in such registration (A) first, all the -6- 9 shares the Company offered for its own account, if any, (B) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, the shares offered by the holders of securities as a result of their exercise of "demand" registration rights by such holders, if any, and (C) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, the number of shares offered by the Holders and such other holders of securities of the same class as the Registrable Securities whose piggy-back registration rights may not be reduced without violating their contractual rights (provided such contractual rights were in existence prior to the date of this Agreement), on a pro rata basis in proportion to the relative number of Registrable Securities of the holders (including the Holders) participating in such registration. (ii) If the managing Underwriter or Underwriters of any underwritten offering described in Section 2.2 notify the Holders requesting inclusion in such offering that the kind of securities that the Holders, the Company and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, (A) the Registrable Securities to be included in such offering shall be reduced as described in clause (i) above or (B) if such reduction would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the material adverse effect that inclusion of the Registrable Securities requested to be included in a Piggy-Back Registration to be included would have 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 offering, such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of will be entirely excluded from such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. If the Company at any time the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering by the Company public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale pursuant to an effective registration statement, each such time it will give at least fifteen (15) days’ prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may the Registrable Securities not previously registered, the Company will cause such Registrable Securities as to which registration shall have been so requested to be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than included with the securities to be issued covered by the Company in connection with a transaction that is referenced in clauses (1) through (3) of registration statement proposed to be filed by the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)Company, or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing all to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities in accordance with (the intended method of distribution thereof“Seller” or “Sellers”). Any Holder shall have In the right to withdraw its request for inclusion of its Registrable Securities in event that any Registration Statement registration pursuant to this Section 2.2 8(a) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by giving written notice the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of its request the opinion that such inclusion would adversely affect the marketing of the securities to withdrawbe sold by the Company therein; provided, provided however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the event foregoing provisions, the Company may withdraw or delay or suffer a delay of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses any registration statement referred to in this Section 3.3(viii8(a) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at without thereby incurring any time prior liability to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Seller.

Piggy Back Registration. (a) If at any time the Company or Weekly Reader, as applicable, proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company or Weekly Reader, as applicable, for its own account or for the account of any of its respective security the holders of any class of common stock of the Company or Weekly Reader, as applicable, (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the CommissionSEC), (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (Company's or Weekly Reader's, as such General Instructions are currently in effect)applicable, existing security holders or (ziii) a Registration Statement pursuant concerning common stock offered to a Demand Registration pursuant to Section 2.1employees of the Company or Weekly Reader, as applicable, or its subsidiaries), then the Company or Weekly Reader, as applicable, shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less fewer than 30 10 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 in writing within 20 days after receipt of such written notice from the Company or Weekly Reader, as applicable, (which request shall specify the shares of common stock of the Company or Weekly Reader, as applicable, intended to be disposed of by such Selling Holder) (a "PIGGY-BACK REGISTRATION"). Upon the written request of any such Holder made within 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method(smethod of disposition thereof), the Company or Weekly Reader, as applicable, will, subject to the terms of this Agreement, effect the registration under the Act of all Registrable Securities which the Company or Weekly Reader, as applicable, has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of distribution thereof the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement that covers the securities which the Company or Weekly Reader, as applicable, proposes to register, PROVIDED that, if at any time after giving written notice of its intention to register any securities and shall also state prior to the firm intent effective date of the registration statement filed in connection with such registration, the Company or Weekly Reader, as applicable, shall determine for any reason either not to register or to delay registration of such securities, the Company or Weekly Reader, as applicable, may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to offer register shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 6, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for sale) (a "Piggy-Back Registration")the same period as the delay in registering such other securities. No registration effected under this Section 7 shall relieve the Company or Weekly Reader, as applicable, of its obligation to effect any registration upon request under Section 6, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 6. The Company or Weekly Reader, as applicable, shall use its best efforts to keep such Registration continuously effective under the Act until 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 Securities covered thereby. (b) The Company or Weekly Reader, as applicable, shall use its reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on in the same terms and conditions as any similar securities of the Company or Weekly Reader, as applicable, 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. The Selling Holders shall enter into reasonable and customary underwriting agreements in connection with any such underwritten registration. 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 these provisions by giving written notice to the Company or Weekly Reader, as applicable, of its request to withdraw, provided that in withdraw prior to the event effective date of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementregistration statement. The Company or Weekly Reader, as applicable, may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No effective or the Company or Weekly Reader, as applicable, may elect to delay the registration; PROVIDED, HOWEVER, that the Company or Weekly Reader, as applicable, shall give prompt written notice thereof to participating Holders. (c) The Company or Weekly Reader, as applicable, will pay all Registration Expenses in connection with registration effected under of Registrable Securities requested pursuant to this Section 2.27 and the Selling Holders shall pay the underwriting discounts, commissions, and no failure transfer taxes, if any, relating to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of such Selling Holders' Registrable Securities in connection therewith shall relieve pursuant to this Section 7, such costs being allocated PRO RATA among all Selling Holders on whose behalf Registrable Securities of the Company or Weekly Reader, as applicable, are included in such registration on the basis of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)respective amounts of Registrable Securities then being registered on their behalf.

Piggy Back Registration. (a) If Parent and the Company shall not have raised at least $1,000,000 in capital in one or more private placements of their respective securities (such securities, the “Private Placement Shares”) completed between June 1, 2010, and thirty (30) days following the Closing Date, and if, at any time during the Company Lock-Up Period, Parent proposes to file a Registration Statement registration statement under the Securities Act of 1933, as amended (“Securities Act”), with respect to an offering by registering the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)Private Placement Shares, then the Company Parent shall (i) give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 ten (10) 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 such notice shall the name of the proposed managing underwriter or underwriters, if any, of the offering, and (ii) offer such to Holders the opportunity to register the sale of such number of Registrable Securities shares of the Lock-Up Shares as each such Holder Holders may request in writing within ten (which request 10) days following receipt of such notice. Parent shall specify the Registrable Securities intended to be disposed of by cause such Holder and the intended method(s) of distribution thereof and shall also state the firm intent number of the Holder to offer Registrable Securities for sale) (a "PiggyLock-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested Up Shares specified by Holders to be included in a Piggy-Back Registration such registration, to be included the extent Parent may do so, on the same terms and conditions as any similar securities of Parent without violating the Company registration rights of others as in effect from time to time, subject to customary underwriter cutbacks applicable to all holders of registration rights (which cutbacks shall be pro rata according to the shares that the holders of registration rights wish to sell) (such conditions and limitations, collectively, the “Registration Conditions”). Following such registration and subject to complying with all applicable securities laws, Holders may sell all of the registered shares without limitation. (b) Notwithstanding Section 4(a), if Parent proposes to file a registration statement under the Securities Act with respect to registering securities of Parent held by Xx. Xxxxxxx Xxxxxxxx (the “Xxxxxxxx Shares”), then Parent or any other security holder included therein and to permit the sale or other disposition Company, as applicable, shall (i) give written notice of such Registrable Securities proposed filing to Holders as soon as practicable but in accordance with no event less than ten (10) 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 method(s) of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2distribution, and no failure to effect a registration under this Section 2.2the name of the proposed managing underwriter or underwriters, shall relieve if any, of the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1offering, and no failure (ii) offer to effect a registration under this Section 2.2 and Holders the opportunity to complete register the sale of Registrable Securities such number of shares of the Lock-Up Shares as Holders may request in connection therewith writing within ten (10) days following receipt of such notice. Parent shall relieve cause such number of the Company of any other obligation under this Agreement (includingLock-Up Shares specified to be included in such registration, without limitationsubject to the Registration Conditions; provided, however, that Holders shall remain subject to the Company's obligations under Sections 3.2 and 4.1)restrictions included in Section 3(c) hereof.

Piggy Back Registration. (a) 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 security holders (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give prompt written notice of such proposed filing to the Holders Investor as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders Investor the opportunity to register such number of Registrable Securities Conversion Shares as each such Holder Investor may request (which request shall specify the Registrable Securities Conversion Shares intended to be disposed of by such Holder Investor and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Conversion Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities Conversion Shares in accordance with the intended method of distribution thereof. Any Holder Except as set forth in Section 7.2(c), Investor shall have the right to withdraw its request for inclusion of its Registrable Securities Conversion Shares in any Registration Statement registration statement pursuant to this Section 2.2 7.2 by giving written notice to the Company of its request to withdraw, provided provided, however, that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, such Holder Investor shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and expenses of counsel) hereof incurred by such Holder Investor prior to such withdrawal relating to such Registration Statementexcept as set forth in Section 7.2(c). The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No . (b) Notwithstanding anything to the contrary contained herein, if the managing Underwriter or Underwriters of any underwritten offering described in Section 7.2 have informed, in writing, the Investor that it is their opinion that the total number of shares which the Company, the Investor and any other persons desiring to participate in such registration effected under this Section 2.2intend to include in such offering is such as to materially and adversely affect the success of such offering, and no failure then the number of shares to effect a registration under this Section 2.2be offered shall be reduced or limited in the following order of priority: (x) first, shall relieve the number of shares to be offered by all other holders of securities of the Company other than the Investor or others who have registration rights to the extent necessary to reduce the total number of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1shares as recommended by such managing Underwriters; and (y) second, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitationif further reduction or limitation is required, the Company's obligations under Sections 3.2 and 4.1)number of shares to be offered for the account of the Investor shall be reduced or limited to the extent necessary to reduce the total number of shares as recommended by such managing Underwriters; provided, however, that the reduction for the account of the Investor shall not result in the number of shares of the Investor included in the offering to be less than 25% of the total number of shares offered.

Piggy Back Registration. If If, at any time or from time to time while any Registrable Securities are outstanding, the Company proposes to file a Registration Statement register any of its securities (whether for its own or others' account) under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) by a Registration Statement on Form S-8 (or any substitute Form S-4 or other form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any substantially the same information as would be required in a form for the general registration of securities other than the securities to or that would not be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) available for registration of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectRegistrable Securities), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall promptly give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 of the Company's intention to effect such registration. If, within 15 days before after receipt of such notice, any Holder submits a written request to 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 Company specifying the Registrable Securities intended to be disposed of by such Holder and the intended method(s) proposes to sell or otherwise dispose of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The , the Company shall include the number of shares of Registrable Securities specified in such Holder's request in such Registration Statement and the Company shall use all its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included keep each such Registration Statement in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein effect and to permit maintain compliance with Federal and state Securities and Blue Sky laws and regulations for the period necessary for such Holder to effect the proposed sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereofdisposition. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities participating in any Registration Statement an Underwritten Offering pursuant to this Section 2.2 3.2 shall, if required by giving written notice the managing underwriter or underwriters of such offering, enter into an underwriting agreement in a form customary for Underwritten Offerings of the same general type as such offering. Unless a Holder, or a person acting on behalf of a Holder, has commenced a distribution thereunder, nothing in this Section 3.2 will create any liability on the part of the Company to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve if the Company for any reason should decide not to file a Registration Statement proposed to be filed under the preceding paragraph or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)notice hereunder or otherwise.

Piggy Back Registration. In the event the registration statement on Form S-3 filed pursuant to Section 2 hereof is not declared effective within one hundred twenty (120) days of its filing with the Commission, the Corporation hereby agrees as follows: (a) If at the Corporation shall determine to register any time the Company proposes to file a Registration Statement of its securities under the Securities Act with respect to an offering by and in connection therewith the Company for its own account or for the account of Corporation may lawfully register any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Registrable Shares, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall Corporation will promptly give written notice of such proposed filing thereof to the Holders. Upon the written request of the Holders as soon as practicable within thirty (but in no event less than 30 30) days before the anticipated filing date), and after receipt of any such notice shall offer such from the Corporation, the Corporation will, except as herein provided, cause any Registrable Shares which the Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended have requested to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested registered to be included in a Piggy-Back Registration such registration statement, all to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and extent required to permit the sale or other disposition of such Registrable Securities in accordance with Shares. However nothing herein shall prevent the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in Corporation from at any Registration Statement time abandoning or delaying any registration. (b) If any registration pursuant to this Section 2.2 by giving written notice 3 shall be underwritten in whole or in part, the Corporation may require that the Registrable Shares requested for inclusion pursuant to the Company of its request to withdraw, provided that this Section 3 be included in the event underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such withdrawal (other than pursuant public offering the inclusion of all of such Registrable Shares originally covered by a request for registration would reduce the number of shares to Section 2.3(c) hereof)be offered by the Corporation or interfere with the successful marketing of the shares of stock offered by the Corporation, such Holder shall be responsible for then the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale number of Registrable Securities Shares otherwise to be included 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)underwritten public offering may be reduced.

Piggy Back Registration. (a) If at any time there is not an effective Registration Statement covering all of the Registrable Securities and the Company proposes shall determine to file a Registration Statement register any of its securities under the Securities Act with respect and the registration form to an offering by the Company for its own account or be used may be used for the account registration of any of its respective security holders (Registrable Securities, other than (x) a Registration Statement registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the their then equivalents relating to equity securities to be issued by the Company solely in connection with a transaction that is referenced any acquisition of any entity or business or equity securities issuable in clauses (1) through (3) of connection with the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), stock option or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)other employee benefit plans, then the Company shall give send to the Holder prompt written notice of such proposed filing to the Holders as soon as practicable determination (but in no event which notice shall be given not less than 30 days before prior to the anticipated date the registration statement is to be filed). If within 10 days after the date of such notice from the Company, the Holder shall so request in writing, subject to the provision of Sections 2(c) and 2(d) below, the Company shall include in such registration statement all or any part of such Registrable Securities the Holder requests to be registered. If the offering pursuant to such Registration Statement is not an underwritten offering, such written notice from the Holder shall contain (unless otherwise directed by the Holder) the “Plan of Distribution” substantially in the form attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing date)thereof, and shall use its commercially reasonable efforts to keep such notice shall offer such Holders Registration Statement continuously effective under the opportunity to register such number of Securities Act until all Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of covered by such Holder Registration Statement have been sold or may be sold pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the intended method(s) of distribution thereof and shall also state affected Holders (the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"“Effectiveness Period”). The Company shall use all reasonable efforts to cause notify the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities Holder via facsimile of the Company or any other security holder included therein and to permit effectiveness of the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to as soon as practicable after the Company receives notification of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for effectiveness from the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Commission.

Piggy Back Registration. 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 holders of any class of its respective security holders capital stock (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), SEC) or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less fewer than 30 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 20 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 and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (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 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all reasonable of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).Selling Holder

Piggy Back Registration. If at any time on or after the date hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of any of its respective security holders (the Company) other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (yA) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction any employee stock option or other benefit plan, (B) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (C) for an offering of debt that is referenced in clauses (1) through (3) convertible into equity securities of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), Company or (zD) for a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)dividend reinvestment plan, then the Company shall (E) give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 ten (10) business days before the anticipated filing date), and such which notice shall offer such Holders describe the opportunity to register such number amount and type of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended securities to be disposed of by included in such Holder and offering, the intended method(s) of distribution thereof distribution, and shall also state the firm intent name of the Holder proposed managing underwriter or underwriters, if any, of the offering, and (F) offer to offer the Holders of Registrable Securities for salein such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders may request in writing within ten (10) (a "Piggy-Back Registration")business days following receipt of such notice. The Company shall cause such Registrable Securities to be included in such registration and shall use all its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggypiggy-Back Registration 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 method(s) of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (xi) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Notwithstanding anything contained herein, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering to permit described in Section 2.2 have informed, in writing, the Piggy-Back Holders that it is their opinion that the total number of Shares that the Company and Holders of Registrable Securities and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of Shares to be offered for the account of the Piggy-Back Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero, if necessary) 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 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 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 offering to the Company number of its request to withdrawShares, provided if any, recommended by such managing Underwriters; provided, however, that in the event of (A) if such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible offering is effected for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company account of its obligation to effect a registration upon the request of Demanding Holders pursuant to Section 2.1, then the number of Shares to be offered for the account of each Person shall be reduced in accordance with Section 2.3(a), and no failure to effect a registration under this Section 2.2 and to complete (B) if such offering is effected for the sale of Registrable Securities in connection therewith shall relieve the Company account of any other obligation under this Agreement securityholder (including, without limitationii) If the managing Underwriter or Underwriters of any underwritten offering described in Section 2.2 notify the Piggy-Back Holders or other Persons requesting inclusion in such offering that the kind of securities that the Piggy-Back Holders, the Company's obligations under Sections 3.2 Company and 4.1).any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the Shares 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 or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Shares requested to be included would have on such offering, such Shares will be excluded from such offering. 4

Piggy Back Registration. 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 security holders (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), 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 30 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Piggy- Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Except as set forth in Section 2.3(b), any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided provided, however, that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, -------- ------- such Holder shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and expenses of counsel) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementexcept as set forth in Section 2.3(b). The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. 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 security holders of any class of its respective security holders (other than (x) equity securities for cash, including without limitation, a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant response to a request for Demand Registration pursuant to Section 2.13.1 (other than (a) the SAIF Shelf Registration Statement, (b) a registration statement filed in connection with a business combination or an exchange offer, (c) an offering of securities solely to the Company's existing security holders or (d) an offering related to any compensatory benefit plan, to which this Section 3.2 shall not apply), then the Company shall give written notice of such proposed filing to the Holders each Holder as soon as practicable (but in no event less than 30 14 days before the anticipated filing date), and such notice shall offer such Holders each other Holder the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "PiggyPIGGY-Back RegistrationBACK REGISTRATION"). The Company shall use all its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by each other Holder to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any A Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 3.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.23.2, and no failure to effect a registration under this Section 2.23.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders obligations pursuant to Section 2.13.1, and no failure to effect a registration under this Section 2.2 3.2 and to complete the sale of Registrable Securities Equity 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)Agreement.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any securities under the Securities Act with respect for sale to the public (other than in an offering by the Company IPO), whether for its own account or for the account of any of its respective other security holders or both (other than (x) a Registration Statement except with respect to registration statements on Form Forms S-4 or S-8 (for purposes permissible under such forms as of the date hereof, or any substitute form successor forms for comparable purposes that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable do so (but in any event no event less than 30 days 15 Business Days before the anticipated filing date). Upon the written request of any such Holder, received by the Company no later than the 10th Business Day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the shares of securities otherwise being sold pursuant to such notice shall offer such Holders the opportunity to register such number registration, any of its Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities of included therein, all to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; provided, however, that the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffectiveness of any such registration statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale The number of Registrable Securities to be included in connection therewith such a registration may be reduced or eliminated if and to the extent the managing underwriter shall relieve render to the Company its opinion that such inclusion would materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that such number of shares of Registrable Securities shall not be reduced unless the shares to be included in such underwriting for the account of any other obligation under Person are also reduced on a pro rata basis. Within 10 Business Days after receipt by each Person proposing to sell Registrable Securities pursuant to the registered offering of the opinion of such managing underwriter, all such Selling Holders may allocate among themselves the number of shares of such Registrable Securities which such opinion states may be distributed without adversely affecting the distribution of the securities covered by the registration statement (or if such registered holders are unable to agree among themselves with respect to such allocation, such allocation shall be in proportion to the respective numbers of shares specified in their respective written requests). Notwithstanding anything to the contrary contained in this Agreement (includingSection 2.02, without limitation, in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a registration statement covering Registrable Securities and a Person does not elect to sell its Registrable Securities to the underwriters of the Company's obligations securities in connection with such offering, such Person shall not offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company's securities by such underwriters, which shall be specified in writing by the underwriters and shall not exceed 60 days following the date of effectiveness under Sections 3.2 and 4.1)the Securities Act of the registration statement relating thereto.

Piggy Back Registration. (a) If at any time the Company proposes to file a Registration Statement statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for the account of any of its respective security holders of the Company for their account (or by the Company and by security holders of the Company), other than (x) a Registration Statement on Form S-8 (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any substitute form that may be adopted by the Commission)employee stock option or other benefit plan, (yii) a Registration Statement filed on Form S-4 (or S-8 or any substitute form that may be adopted by successor to such forms, (iii) for an exchange offer or offering of securities solely to the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company Company’s existing security holders, (iv) for a dividend reinvestment plan, or (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that is referenced results in clauses (1) through (3) all of the General Instructions A.1. Company’s shareholders having the right to exchange their Common Stock for cash, securities or other property of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to the Holders Investor as soon as practicable (but in no event less than 30 three (3) business days before the anticipated filing date), and such which notice shall offer such Holders describe the opportunity to register such number amount and type of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended securities to be disposed of by included in such Holder and offering, the intended method(s) of distribution thereof distribution, and shall also state the firm intent name of the Holder proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to offer the Investor in such notice the opportunity to include in a registration statement and register the sale of such number of the Registrable Securities for saleas Investor may request in writing within three (3) business days following receipt by Investor of such notice (a "“Piggy-Back Registration"”), provided, however, the Investor Shares shall only be entitled to one Piggy-Back Registration right, except that the right shall survive as to any shares excluded from a registration pursuant to Section 2(b) or Section 2(d). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the include in such registration statement such Registrable Securities that are requested to be included in a Piggy-Back Registration to be included therein within three (3) business days after the receipt by Registrable Securities of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Investor, and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other security holder securities. If the offering pursuant to a Piggy-Back Registration is to be an underwritten offering, then the Investor making a request for its Registrable Securities to be included therein and to must permit the sale or other disposition of such Registrable Securities in accordance with the intended method method(s) of distribution thereof. Any Holder thereof and the Investor shall have enter into an underwriting agreement in customary form with the right to withdraw its request underwriter or underwriters selected for inclusion of its Registrable Securities in any such Piggy-Back Registration Statement pursuant to this Section 2.2 by giving written notice to and the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder Investor shall be responsible for the any fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior or commissions due to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete underwriters in connection with the sale of such Registrable Securities 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)Securities.

Piggy Back Registration. If at The Holder of this Warrant shall have ------------------------- the right to include all of the shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering registration of securities filed by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1contemplated by Rule 145(a) through (3) of promulgated under the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), Act or (z) a Registration Statement pursuant to a Demand Registration Form S-8); provided, however, -------- ------- that if any registration pursuant to this Section 2.1)shall be underwritten, then in whole or in part, the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit require that the Registrable Securities requested for inclusion pursuant to this Section be included in a Piggy-Back Registration to be included the underwriting on the same terms and conditions as any similar the securities otherwise being sold through the underwriters. If in the good faith judgment of the Company or any other security holder included therein and to permit the sale or other disposition underwriter, of such offering only a limited number of Registrable Securities should be included in accordance with such offering, or no such shares should be included, the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for limited to registering such proportion of its respective shares as shall equal the fees and expenses referred proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior offering bears to the time it becomes effectivetotal number of all shares then held by all selling stockholders desiring to participate in such offering. No registration effected under Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section 2.2(and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Holders thereof for a period, and no failure not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such underwritten offering.

Piggy Back Registration. If at any time (a) Following an Initial Public Offering, whenever the Company proposes to file effect a registration (including any Demand Registration Statement (as defined under the Convertible Preferred Registration Rights Agreement)) of any of its Class A Units under the Securities Act with respect (except for the registration of securities to be offered pursuant to an offering by employee benefit plan on Form S-8, pursuant to a registration made on Form S-4, or any successor forms thereto then in effect) and the Company for its own account or registration form to be used may be used for the account registration of any Registrable Securities, it will, at each such time, give notice to each Investor of its respective security holders (other than (x) a intention to do so at least 10 Business Days prior to the anticipated filing date of the Registration Statement on Form S-8 (or any substitute form that may be adopted by relating to such registration, which notice shall set forth the Commission), (yInvestors’ rights under this Section 1(a) a Registration Statement on Form S-4 (or any substitute form that may be adopted by and the Commission); provided that rights of the Holders of Other Registrable Securities and shall offer to such Investors and such Holders of Other Registrable Securities the opportunity to include in such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities and Other Registrable Securities as each such Holder Investors and Holders of Other Registrable Securities, respectively, may request (a “Piggyback Registration”). (b) Upon the written request of any Investor and Holder of Other Registrable Securities (which request shall specify the number of Registrable Securities and Other Registrable Securities (as the case may be) intended to be registered or disposed of by such Investor or Holder and of Other Registrable Securities (as the intended method(scase may be)) of distribution thereof and shall also state received within 5 Business Days after the firm intent delivery of the Holder Company’s notice of registration, the Company shall, subject to offer Registrable Securities for sale) (a "Piggy-Back Registration"the limitations set forth in this Agreement including Section 1(d). The Company shall , use all its commercially reasonable efforts to include in such registration under the Securities Act all Registrable Securities and Other Registrable Securities which the Investors and Holders of Other Registrable Securities (such holders, the “Other Registering Holders”), respectively, have so requested to be registered or sold. (c) If the Piggyback Registration is an Underwritten Offering (i) relating to a Demand Registration, the lead Underwriter and any additional Underwriters in connection with such offering shall be selected by the Preferred Stock Investors in accordance with the provisions of the Convertible Preferred Registration Rights Agreement, (ii) relating to a demand registration requested pursuant to the PIK Notes Registration Rights Agreement, the lead Underwriter and any additional Underwriters in connection with such offering shall be selected by holders of a majority of the registrable securities that are party to the PIK Notes Registration Rights Agreement, and (iii) relating to an offering for the account of the Company, the lead Underwriter and any additional Underwriters in connection with the offering shall be selected by the Company. (d) If a Piggyback Registration involves an Underwritten Offering and any of the lead Underwriters advises the Company that, in its view, the total number or dollar amount of securities requested to be included in the Registration Statement exceeds the number or dollar amount of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size”), the Company will include the securities in the registration, in the following order of priority, up to the Maximum Offering Size: (i) first, so much of the securities the Company proposes to sell as would not cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit exceed the Maximum Offering Size, (ii) second, (x) all Registrable Securities requested to be included in a Piggy-Back Registration such registration by any Investor pursuant to this Section 1 and (y) all Other Registrable Securities requested to be included in such registration by any Holder of Other Registrable Securities, in the case of (x) and (y) in aggregate, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Investors and Holders of Other Registrable Securities on the basis of the relative number of Registrable Securities and Other Registrable Securities so requested to be included in such registration by each such Investor and each such Holder of Other Registrable Securities, and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine. All persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being sold by the Company. (e) Notwithstanding the foregoing, if the Piggyback Registration is an Underwritten Offering relating to a Demand Registration or a demand registration requested pursuant to the PIK Notes Registration Rights Agreement and any similar of the lead Underwriters advises the Company that, in its view, the total number or dollar amount of securities requested to be included in the Registration Statement exceeds the Maximum Offering Size, then the Company will include the securities in the registration, in the following order of priority, up to the Maximum Offering Size: (i) first, all securities requested to be registered in such Demand Registration by the Preferred Stock Investors pursuant to the Convertible Preferred Registration Rights Agreement or in such demand registration by the holders of PIK Notes pursuant to the PIK Notes Registration Rights Agreement (as the case may be) allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Preferred Stock Investors or holders of PIK Notes (as applicable) on the basis of the relative number of securities so requested to be included in such registration by each such investor; (ii) second, all Other Registrable Securities requested to be included in such registration by any Other Registering Holders, pro rata among such Other Registering Holders on the basis of the relative number of Other Registrable Securities so requested to be included in such registration by each Other Registering Holder; and (iii) third, any securities proposed to be registered by the Company or for the account of any other third party. All persons whose securities are included in such Registration Statement must sell their securities on the same terms and conditions as apply to the securities being sold by the Preferred Stock Investors that initiated the Demand Registration or the holders of PIK Notes that initiated the demand registration pursuant to the PIK Notes Registration Rights Agreement. (f) If, at any time after giving notice of its intention to register any securities of the Company or any other security holder included therein and to permit for the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than Company’s own account pursuant to Section 2.3(c1(a) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2effective 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 shall give notice to all the Investors and no failure to effect a registration under this Section 2.2Other Registering Holders and, thereupon, shall relieve the Company be relieved of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, register any Registrable Securities and no failure to effect a registration under this Section 2.2 and to complete the sale of Other Registrable Securities 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)with such registration.

Piggy Back Registration. If at From and after the date that is ninety (90) days after the date of this Agreement and until the third anniversary of the Closing Date, for so long as any time of the Registrable Securities are outstanding and are not the subject of an effective registration statement, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of covering any of its respective security holders (securities other than (xi) a Registration Statement registration on Form S-8 (or S-4, or any substitute form that may be adopted by the Commission), successor or similar forms; and (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by shelf registration under Rule 415 for the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities sole purpose of registering shares to be issued by the Company in connection with a transaction that is referenced the acquisition of assets, the Company will to the extent permissible by law at each such time give prompt written notice to the Holders’ Representative and the Purchasers of its intention to do so and of the Purchaser’s rights under this Section 6. Upon the written request of the Purchaser made within thirty (30) days after the receipt of any such notice, the Company will use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by the Purchaser, to the extent requisite to permit the disposition (in clauses (1) through (3accordance with the intended methods of disposition) of the General Instructions A.1. Registrable Securities by the Purchasers requesting registration, by inclusion of Form S-4 (as such General Instructions are currently Registrable Securities in effect), or (z) a the Registration Statement pursuant which covers the securities which the Company proposes to a Demand register; provided, that if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration pursuant to Section 2.1)Statement filed in connection with such registration, then the Company shall determine for any reason either not to register or to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such proposed filing determination to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder Holders’ Representative and the intended method(sPurchasers requesting registration and, thereupon, (i) in the case of distribution thereof and shall also state a determination not to register, the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company relieved of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of register any Registrable Securities in connection therewith with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall relieve be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities The Purchaser acknowledges and agrees that the Company of any makes no representation or warranty with respect to the transactions contemplated hereby other obligation under than those specifically set forth in this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Section 3.1.

Piggy Back Registration. If the Company at any time beginning upon (but excluding) the Company Closing Date 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 register any of its respective security holders Ordinary Shares (other than (w) a shelf registration to register Ordinary Shares issued to investors in a private placement in connection with the Business Combination, (x) a Registration Statement on Form S-8 (demand registration under Section ‎2.3, Section ‎2.4 or any substitute form that may be adopted by the Commission)Section 2.5 of this Agreement, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of registration on Form S-4 (as such General Instructions are currently in effect), S-8 or (zy) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement pursuant to (a Demand Registration pursuant to Section 2.1), then the Company “Shelf Takedown”) it shall give written notice to all Holders of such proposed filing to the Holders as soon as practicable (but in no event intention not less than 30 ten (10) days before the anticipated filing date)date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such notice shall offering, and (B) offer such to all of the Holders the opportunity to register the sale of such number of Registrable Securities of the same type as each are included in the Registration Statement as such Holder Holders may request in writing. Upon the written request of any Holder given within seven (which request 7) days after receipt of any such notice, the Company shall specify include in such registration or Shelf Takedown all of the Registrable Securities intended indicated in such request, so as to be disposed of by such Holder and permit the intended method(s) of distribution thereof and shall also state the firm intent disposition of the shares so registered; provided that no Holder who is subject to offer a lockup with respect to such Holder’s Registrable Securities for sale) (a "Piggy-Back Registration")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 such registration or offering and, if applicable, shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) of a proposed underwritten offering such registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2 to be included in a Piggy-Back Registration to be included therein on the same terms and conditions as any similar securities of the Company or any other security holder included therein in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method method(s) of distribution thereof. Notwithstanding any other provision of this Section ‎2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then shares will be included in such registration or Shelf Takedown up to such limitation in the following order or priority: (i) first, all Ordinary Shares that were being registered by the Company or pursuant to the exercise of demand rights by holders not party to this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such registration (pro rata to the respective number of Registrable Securities held by the Holders) and (iii) third, any other shares of the Company to be offered by any other holders will be included in such registration. The piggyback rights of the Holders under this Section may be exercised an unlimited number of times. Any Holder shall have the right may elect to withdraw its such Holder’s 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 such request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder withdraw prior to such withdrawal relating to such the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. If at any time after the date hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security securities holders (other than (x) a Registration Statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the their then equivalents relating to equity securities to be issued by the Company solely in connection with a transaction that is referenced any acquisition of any entity or business or equity securities issuable in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)connection with stock option or other employee benefit plans, or (z) in a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)similar transaction, then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the number of shares and the type of Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "“Piggy-Back Registration"”). The With respect to the foregoing registration, the Company shall use all its Exhibit A-1 reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement or a distribution by any Underwriter pursuant to this Section 2.2 by giving written notice to the Company of its request to withdrawwithdraw from such registration or distribution, provided that in as the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company case may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)be.

Piggy Back Registration. If at From and after the date that is ninety (90) days after the date of this Agreement and until the second anniversary of the Tranche II Closing Date, for so long as any time of the Restricted Securities are outstanding and are not the subject of an effective registration statement, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the 1933 Act or 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 registration statement covering any of its respective security holders (securities other than (xi) a Registration Statement registration on Form S-8 (or S-4, or any substitute form that may be adopted by the Commission), successor or similar forms; and (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by shelf registration under Rule 415 under the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than 1933 Act for the securities sole purpose of registering shares to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) the acquisition of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)assets, or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall will at each such time give prompt written notice of such proposed filing to the Holders as soon as practicable of its intention to do so and of such Holder's rights under this Section 6. Upon the written request of any such Holder made within thirty (but in no event less than 30 30) days before after the anticipated filing date), and receipt of any 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 Restricted Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause effect the managing Underwriter or Underwriters registration of a proposed underwritten offering all Restricted Securities which the Company has been so requested to register by the Holders, to the extent requisite to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities (in accordance with the intended method methods of distribution thereof. Any Holder shall have disposition) of the right to withdraw its request for Restricted Securities by the Holders requesting registration, by inclusion of its Registrable such Restricted Securities in the registration statement which covers the securities which the Company proposes to register; PROVIDED, that if, at any Registration Statement pursuant to this Section 2.2 by time after giving written notice to the Company of its request intention to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees register any Restricted Securities and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No effective date of the registration effected under this Section 2.2statement filed in connection with such registration, and no failure to effect a registration under this Section 2.2, shall relieve the Company shall determine for any reason either not to register or to delay registration of such Restricted Securities, the Company may, at its election, give written notice of such determination to the Holders requesting registration and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable register any Restricted Securities in connection therewith with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Restricted Securities, shall relieve be permitted to delay registering any Restricted Securities, for the Company of any same period as the delay in registering such other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)securities.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to (i) an Initial Public Equity Offering of Common Stock (or any other securities issuable upon exercise of the Warrants) if any securities held by any stockholder of the Company are registered in such Registration Statement or (ii) any offering by the Company for its own account or for the account of any of its respective security holders of Common Stock (or any other securities issuable upon exercise of the Warrants) (other than (xw) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)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, (x) a registration statement filed in connection with an offer of securities solely to the Company's existing security holders, (y) a Shelf Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant registrations of debt securities) conducted subsequent to a Demand Registration pursuant to Section 2.1)the Initial Public Equity Offering, then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less fewer than 30 15 days before the anticipated filing datedate 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 within 12 days (or 8 days 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 intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "PiggyPIGGY-Back RegistrationBACK REGISTRATION"). The Company shall use its commercially reasonable 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 reasonable of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other 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, subject to Section 2.1(b) hereof. 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 2.1 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior timeprior to the time it becomes effectiveeffective 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 Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.1, 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 Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.1. No registration effected under this Section 2.22.1, and no failure to effect a registration under this Section 2.22.1, shall relieve the Company of its obligation to effect a registration upon the request of Holders of Registrable Securities pursuant to Section 2.12.2 hereof, and no failure to effect a registration under this Section 2.2 2.1 and to complete the sale of Registrable Securities securities registered thereunder 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)Agreement.

Piggy Back Registration. (a) If the Corporation for itself or ----------------------- any of its security holders shall, at any time or times prior to the Company proposes time at which all of the Registrable Shares are transferable in one transaction pursuant to file a Registration Statement Rule 144 under the Securities Act, without regard to the limitations contained in Rule 144(e) on the amount of Registrable Shares that may be sold pursuant thereto, determine to register under the Securities Act with respect to an offering by the Company for its own account or for the account of any shares of its respective security holders capital stock or other securities (other than the registration of an offer, sale or other disposition of securities (xi) a Registration Statement to employees of, or other persons providing services to, the Corporation or any subsidiary pursuant to an employee or similar benefit plan, registered on Form S-8 S-8, a comparable or successor form or another form which is used solely for the purpose of registering such plan, or (ii) relating to a merger, acquisition or any substitute form that may be adopted by other transaction of the Commission)type described in Rule 145 under the Securities Act or comparable or successor rule, (y) a Registration Statement register on Form S-4 (or any substitute form that may be adopted similar or successor forms), the Corporation will notify the Purchasers of such determination, and, upon written request received from the Purchasers by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than Corporation within ten (10) business days after the securities to be issued notice is given by the Company in connection with a transaction that is referenced in clauses (1) through (3) of Corporation, the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)Corporation will use its reasonable best efforts, or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)thereafter, and such notice shall offer such Holders the opportunity to register such number cause any of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended Shares specified by the Purchasers to be disposed included in such registration statement to the extent and under the conditions such registration is permissible under the Securities Act. Notwithstanding the foregoing, in the event the proposed registration is in whole or in part an underwritten public offering and if the managing underwriter(s) determine(s) and advises the Corporation that the inclusion of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent some or all of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Shares requested to be included in a Piggy-Back Registration the registration concurrently with the securities being registered by the Corporation would interfere with the successful marketing of such securities, then the number of Registrable Shares otherwise to be included on in the same terms and conditions as any similar securities registration statement by the Purchasers shall be reduced to the required level (i) first, in the event that the shares of capital stock being registered in such proposed registration include original issuance shares of the Company Corporation or shares of capital stock to be sold in connection with a securityholder's exercise of demand registration rights or piggyback registration rights pursuant to agreements entered into after the date hereof between the Corporation and certain of its securityholders which provide that such securityholders may exercise either demand or piggyback registration rights, by reducing or excluding the Registrable Shares proposed to be sold by the Purchasers; and (ii) second, by reducing the participation of the Purchasers in such offering pro rata among such Purchasers requesting such registration, based upon the number of Registrable Shares then owned by such Purchasers. Notwithstanding the foregoing provisions, the Corporation may withdraw any other security holder included therein and registration statement referred to permit in this Section 2(a) without thereby incurring any liability to any Purchaser. If any Purchaser disapproves of the sale or other disposition terms of any such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right underwriting, such Purchaser may elect to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 therefrom by giving written notice to the Company of its request to withdraw, provided that in Corporation and the event of managing underwriter(s). Any Registrable Shares withdrawn from such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder underwriting shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by withdrawn from such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)registration.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (xi) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Notwithstanding anything contained herein, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering described in Section 2.2 have informed, in writing, the Piggy-Back Holders that it is their opinion that the total number of Shares that the Company and any other Persons desiring to permit participate in such registration intend to include in such offering is such as to materially and adversely affect the Registrable Securities success of such offering, then the number of Shares to be offered for the account of the Piggy-Back Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero, if necessary) 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 (A) if -------- ------- such offering is effected for the account of an Apollo Holder (as defined in the Registration Rights Agreement dated November 4, 1997 between Paragon and the signatories thereto (the "Apollo Registration Rights Agreement")) or transferee of an Apollo Holder, then (x) the number of Shares to be offered for the account of all holders other than parties to the Apollo Registration Rights Agreement shall be reduced (to zero, if necessary), in the case of this clause (x) pro --- rata in proportion to the respective number of Shares requested to be ---- registered, (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), 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 and (z) thereafter, if necessary, the shares to be offered for the accounts of the parties to the Apollo Registration Rights Agreement shall be cut back as provided in such agreement; (B) if such offering is effected for the account of any other security holder of the Company, pursuant to the demand registration rights of such securityholder, then (x) the number of Shares to be offered for the account of a Holder and any other holders that have requested to include Shares in such registration (but not such securityholders who have exercised their demand registration rights) shall be reduced (to zero, if necessary), in the case of this clause (x) pro rata in proportion to the --- ---- respective number of Shares requested to be registered and (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), 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 Piggy-Back Registration to be included on Holders or other Persons requesting inclusion in such offering that the same terms and conditions as any similar kind of securities of that the Piggy-Back Holders, the Company or any other security holder included therein Persons desiring to participate in such registration intend to include in such offering is such as to materially and to permit adversely affect the sale or other disposition success of such Registrable Securities offering, then the Shares to be included in accordance with such offering by the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior Holders shall be reduced as described in clause (i) above or if such reduction would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the time it becomes effective. No registration effected under this Section 2.2adverse effect that inclusion of the Shares requested to be included would have on such offering, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Shares will be excluded from such offering.

Piggy Back Registration. (a) If the Company shall determine 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 register any of its respective security holders Common Stock or securities which are convertible into or exercisable for Common Stock (other than (x) a Registration Statement registration relating solely to employee benefit plans, or a registration relating solely to an SEC Rule 145 transaction, or a registration on Form S-8 (or any substitute registration form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 which does not include any securities other than the securities to be issued by permit secondary sales) the Company in connection with will: (i) promptly give to the Holder written notice thereof (which shall include a transaction that is referenced in clauses (1) through (3) list of the General Instructions A.1. of Form S-4 (as such General Instructions are currently jurisdictions in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then which the Company shall give written notice of intends to attempt to qualify such proposed filing to securities under the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing dateapplicable blue sky or other state securities laws), and (ii) cause to be included in such registration and in any underwriting involved therein all the Registrable Securities specified in a written request or requests made by the Holder within 20 days after receipt of such written notice shall offer such Holders from the opportunity to register such Company ("Designated Piggy-Back Securities") provided, however, that the number of Registrable Securities as each such so registered may be limited by the underwriter's cut-back provision set forth in the following Section 2(c), and to the extent that Designated Piggy-Back Securities are not registered pursuant to the underwriter's cut-back provision set forth in the following Section 2(c) ("Cut-Back Securities"), the Holder may request exercise Piggy-Back rights with respect to Cut-Back Securities, pro rata with any other Holder who has also been unable to register securities as a result of the underwriter's cut-back provision set forth in the following Section 2(c). (b) If the registration of which request the Company gives notice is for a registered public offering involving an underwriting, the Company shall specify so advise the Registrable Securities intended Holder as part of the written notice given pursuant to be disposed of by Section 2(a). In such Holder and event, the intended method(s) of distribution thereof and shall also state the firm intent right of the Holder to offer registration pursuant to Section 2 shall be 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. (c) Any Holder proposing to distribute his or its securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter(s) selected for sale) (a "Piggy-Back Registration")underwriting by the Company. The Notwithstanding any other provision of this Section 2, the Company shall use all reasonable efforts not be required to cause include in the managing Underwriter or Underwriters registration the securities of a any Holder unless the Holder accepts and agrees to the terms proposed underwritten by the underwriters selected by the Company, and then only in such quantity that will not, in the opinion of the underwriters and based on marketing factors identified by such underwriters, jeopardize the success of the offering to permit by the Company. If the total number of Registrable Securities requested which the Holder(s) request to be included in a Piggy-Back Registration any offering exceeds the number of shares which the underwriters reasonably believe is compatible with the success of the offering, the Company shall only be required to include in the offering so many of the shares as the underwriters believe will not jeopardize the success of the offering. In such instance, the Registrable Securities of the Holders to be included on in the same terms and conditions registration shall be allocated among all the Holders thereof in proportion, 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 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 nearly as practicable, to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale respective amounts of Registrable Securities in connection therewith shall relieve held by such Holders at the time of filing the registration statement. The number of shares proposed to be registered by the Company and the price therefor as proposed by the Company shall have priority in the above process and shall not be reduced until after all Registrable Securities of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Holders have been excluded from the proposed registration.

Piggy Back Registration. (a) 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 security holders (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), ) or (yii) a Demand Registration Statement on or Short-Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), 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 30 twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "“Piggy-Back Registration"”). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided provided, that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, such Holder shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and expenses of counsel) hereof incurred by such Holder prior to such withdrawal relating withdrawal, and provided further, that if at the time of such withdrawal, such Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to such Registration Statement. The Company may withdraw a Piggy-Back Registration Holders at any time prior to the time it becomes effective. of their request and have withdrawn the request with reasonable promptness following disclosure of such material adverse change, then such Holders shall not be required to pay any of such expenses. (b) No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith (other than a failure due to the withdrawal by Holders), shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's ’s obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.12.1 or (z) the Registration Statement relating to the Rights Offering), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii3.2(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If Subject to the limitations contained in SECTION 4.6, if the Company at any time the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an offering by on Form X-0, X-0 or S-3 or the Company for its own account or for the account of any of its respective security holders equivalent (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commissionan Excluded Registration), (y) a Registration Statement on Form S-4 (whether of its own accord or at the request of any substitute form that may be adopted by the Commission); provided that holder or holders of such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as securities, it will each such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time give written notice to all holders of outstanding 1996 Series A Preferred Stock and Conversion Shares of its intention so to do. Upon the written request of a holder or holders of any such 1996 Series A Preferred Stock and Conversion Shares given within 30 days after receipt of any such notice (stating the intended method of disposition of such proposed filing to securities by the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing dateprospective Seller or Sellers), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause all Conversion Shares, the managing Underwriter or Underwriters holders of a proposed underwritten offering to permit the Registrable Securities which shall have so requested registration thereof, to be included in a Piggy-Back Registration registered under the Securities Act, all to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and extent requisite to permit the sale or other disposition of such Registrable Securities (in accordance with the intended method methods thereof as aforesaid) by the prospective Seller or Sellers of distribution thereof. Any Holder shall have the right Conversion Shares so registered; PROVIDED, HOWEVER, the Company may elect not to withdraw its request for inclusion of its Registrable Securities in any Registration Statement file a registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than SECTION 4.4 or may withdraw any registration statement filed pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration this SECTION 4.4 at any time prior to the effective date thereof. In the case of an underwritten public equity offering by the Company, each Seller shall, if requested by the managing underwriter, agree not to sell publicly any equity securities of the Company held by such Seller (other than the Conversion Shares so registered) for a period of up to 120 days following the effective date of the registration statement relating to such offering. If the managing underwriter for the respective offering advises that the inclusion in such registration of some or all of the Conversion Shares sought to be registered by the Seller in its opinion will cause the proceeds or price per unit the Company or the requesting or demanding holder of securities will derive from such registration to be reduced or that the number of securities to be registered at the instance of the Company or such requesting or demanding holder plus the number of securities sought to be registered by the Sellers is too large a number to be reasonably sold, then the number of securities to be included in such registration will be reduced as set forth below: (i) the number of shares of Common Stock sought to be registered by any holders of Common Stock, other than the Conversion Shares, shall be reduced pro rata to the extent necessary to reduce the number of securities to be registered to the Recommended Number; (ii) if the reduction provided for in clause (i) above does not reduce the number of securities to be registered to the Recommended Number, then the number of shares of the Common Stock sought to be issued and registered on account of the Company shall be reduced to the extent necessary to reduce the number of shares of Common Stock to be registered to the Recommended Number; and (iii) if the reduction provided for in clauses (i) and (ii) above does not reduce the number of shares of Common Stock to be registered to the Recommended Number, then the number of Conversion Shares sought to be registered shall be reduced pro rata, in proportion to the number of Conversion Shares sought to be registered by the holders thereof, to the extent necessary to reduce the number of shares of Common Stock to be registered to the Recommended Number. The Company will not grant to any Person at any time it becomes effective. No registration effected on or after the date hereof the right to request the Company to register any securities of the Company under the Securities Act unless such right provides that such securities shall not be registered and sold at the same time if the managing underwriter for the respective sellers believes that sale of such securities would adversely affect the amount of, or price at which, the respective Conversion Shares being registered under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)4.4 can be sold.

Piggy Back Registration. If at (a) At any time after the first anniversary of the Closing Date and prior to the fifth anniversary of the Closing Date, if the Company proposes to file a Registration Statement register any securities under the Securities Act in connection with respect any offering of its securities (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to an offering by the Company be issued in exchange for securities or assets of another corporation), whether or not for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)account, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give furnish promptly, and in any event not less than 10 days in advance, written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and of its intention to effect such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder registration and the intended method(s) method of distribution thereof and in connection there with. Upon the written request of a Holder made to the Company within 15 days after the receipt of such notice by the Company, the Company shall also state include in such registration the firm intent requested number of the Holder to offer Holder's Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use If a Holder decides not to include all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the its Registrable Securities requested in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be included in a Piggy-Back Registration filed by the Company with respect to be included on offerings of its Common Stock and any other securities, all upon the same terms and conditions as set forth herein. (b) Nothing in this Section 2.2 shall create any similar securities liability on the part of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice person to the Company of its request Holders if the Company, for any reason, decides not to withdraw, provided that in the event of such withdrawal (other than file a registration statement proposed to be filed pursuant to Section 2.3(c2.2(a) hereof)or to withdraw such registration statement subsequent to its filing, such regardless of any action whatsoever that a Holder shall be responsible for may have taken, whether as a result of the fees and expenses referred to in Section 3.3(viii) hereof incurred issuance by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation notice under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Section 2.2(a) or otherwise.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement ----------------------- register any securities under the Securities Act with respect for sale to the public (other than in an offering by the Company IPO), whether for its own account or for the account of any of its respective other security holders or both (other than (x) a Registration Statement except with respect to registration statements on Form Forms S-4 or S-8 (for purposes permissible under such forms as of the date hereof, or any substitute form successor forms for comparable purposes that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable do so (but in any event no event less than 30 days 15 Business Days before the anticipated filing date). Upon the written request of any such Holder, received by the Company no later than the 10th Business Day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the shares of securities otherwise being sold pursuant to such notice shall offer such Holders the opportunity to register such number registration, any of its Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities of included therein, all to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; provided, however, that the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffectiveness of any such registration statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale The number of Registrable Securities to be included in such a registration may be reduced or eliminated if and to the extent the managing underwriter shall render to the Company its opinion that such inclusion would jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that such number of shares of Registrable Securities shall not be reduced unless the shares to be included in such underwriting for the account of any Person are also reduced on a pro rata basis. Within 10 Business Days after receipt by each Person proposing to sell Registrable Securities pursuant to the registered offering of the opinion of such managing underwriter, all such Selling Holders may allocate among themselves the number of shares of such Registrable Securities which such opinion states may be distributed without adversely affecting the distribution of the securities covered by the registration statement (or if such registered holders are unable to agree among themselves with respect to such allocation, such allocation shall be in proportion to the respective numbers of shares specified in their respective written requests). Notwithstanding anything to the contrary contained in this Section 2.03, in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a registration statement covering Registrable Securities and a Person does not elect to sell its Registrable Securities to the underwriters of the Company=s securities in connection therewith with such offering, such Person shall relieve not offer for sale, sell, grant any option for the Company sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any other obligation under this Agreement (including, without limitation, securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company's obligations securities by such underwriters, which shall be specified in writing by the underwriters and shall not exceed 60 days following the date of effectiveness under Sections 3.2 and 4.1)the Securities Act of the registration statement relating thereto.

Piggy Back Registration. (a) If at any time the Company or Weekly Reader, as applicable, proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company or Weekly Reader, as applicable, for its own account or for the account of any of its respective security the holders of any class of common stock of the Company or Weekly Reader, as applicable, (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the CommissionSEC), (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (Company's or Weekly Reader's, as such General Instructions are currently in effect)applicable, existing security holders or (ziii) a Registration Statement pursuant concerning common stock offered to a Demand Registration pursuant to Section 2.1employees of the Company or Weekly Reader, as applicable, or its subsidiaries), then the Company or Weekly Reader, as applicable, shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less fewer than 30 10 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 in writing within 20 days after receipt of such written notice from the Company or Weekly Reader, as applicable, (which request shall specify the shares of common stock of the Company or Weekly Reader, as applicable, intended to be disposed of by such Selling Holder) (a "PIGGY-BACK REGISTRATION"). Upon the written request of any such Holder made within 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method(smethod of disposition thereof), the Company or Weekly Reader, as applicable, will, subject to the terms of this Agreement, effect the registration under the Act of all Registrable Securities which the Company or Weekly Reader, as applicable, has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of distribution thereof the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement that covers the securities which the Company or Weekly Reader, as applicable, proposes to register, PROVIDED that, if at any time after giving written notice of its intention to register any securities and shall also state prior to the firm intent effective date of the registration statement filed in connection with such registration, the Company or Weekly Reader, as applicable, shall determine for any reason either not to register or to delay registration of such securities, the Company or Weekly Reader, as applicable, may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to offer register shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 6, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for sale) (a "the same period as the delay in registering such other securities. No registration effected under this Section 7 shall relieve the Company or Weekly Reader, as applicable, of its obligation to effect any registration upon request under Section 6, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 6. The Company or Weekly Reader, as applicable, shall use its best efforts to keep such Piggy-Back Registration"). Registration continuously effective under the Act until 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 Securities covered thereby. (b) The Company or Weekly Reader, as applicable, shall use all its reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on in the same terms and conditions as any similar securities of the Company or Weekly Reader, as applicable, 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. The Selling Holders shall enter into reasonable and customary underwriting agreements in connection with any such underwritten registration. 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 these provisions by giving written notice to the Company or Weekly Reader, as applicable, of its request to withdraw, provided that in withdraw prior to the event effective date of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementregistration statement. The Company or Weekly Reader, as applicable, may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No effective or the Company or Weekly Reader, as applicable, may elect to delay the registration; PROVIDED, HOWEVER, that the Company or Weekly Reader, as applicable, shall give prompt written notice thereof to participating Holders. (c) The Company or Weekly Reader, as applicable, will pay all Registration Expenses in connection with registration effected under of Registrable Securities requested pursuant to this Section 2.27 and the Selling Holders shall pay the underwriting discounts, commissions, and no failure transfer taxes, if any, relating to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of such Selling Holders' Registrable Securities in connection therewith shall relieve pursuant to this Section 7, such costs being allocated PRO RATA among all Selling Holders on whose behalf Registrable Securities of the Company or Weekly Reader, as applicable, are included in such registration on the basis of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)respective amounts of Registrable Securities then being registered on their behalf.

Piggy Back Registration. If at any time ninety (90) days ----------------------- following the closing of the Initial Public Offering the Company proposes to file a Registration Statement registration statement under the Securities 1933 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 security holders of the same class as the Registrable Securities (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) or a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing securityholders), then the Company shall give written notice of such proposed filing to the Holders and the Minority Holders as soon as practicable (but in no event less than 30 ten (10) days before the anticipated filing date), and such notice shall offer such the Holders and the Minority Holders the opportunity to register such number of shares of Registrable Securities as each such Holder or Minority Holder may request in writing within five (5) days of receipt of such notice on behalf of itself or its Affiliates (which request shall specify the Registrable Securities intended to be disposed of by such Holder and its Affiliates, or such Minority Holder and its Affiliates and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Subject to Section 2.4(b), any Holder or Minority Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).within

Piggy Back Registration. If the Company at any time the Company proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering by the Company public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-0, X-0 (or their successors) or another form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice in any event no later than 30 days prior to the filing of such registration statement to the Holders of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted intention so to do. Upon the written request delivered by the Commission), (y) a Registration Statement on Form S-4 (or Holder to the Company within 15 days after the giving of any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued notice by the Company in connection with a transaction that is referenced in clauses (1) through (3) to register any of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)Restricted Stock, or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of include in such proposed filing registration all Restricted Stock as to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice which registration shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities have been so requested to be included in a Piggy-Back Registration the securities to be included on covered by the same terms and conditions as any similar securities of registration statement proposed to be filed by the Company or any other security holder included therein and Company, all to the extent requisite to permit the sale or other disposition by the Holder of such Registrable Securities in accordance with Restricted Stock so registered. In the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in event that any Registration Statement registration pursuant to this Section 2.2 by giving written notice 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company of its request to withdrawtherein; provided, provided however, that in any event the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder Holders shall be responsible for entitled to register the fees offer and expenses sale or distribute at least 20% of the securities to be included in any such registration or takedown. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at 2 without thereby incurring any time prior liability to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Holder.

Piggy Back Registration. If at any time the Company proposes shall determine to file a Registration Statement register under the Securities Act with respect of 1933, as amended (the "Securities Act"), (including pursuant to an offering by a demand of any stockholder of the Company for its own account or for the account of exercising registration) any of its respective security holders common stock (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by registration relating solely to the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the sale of securities to be issued participants in a Company employee benefit plan, a registration relating solely to issuance of securities by the Company in connection with the acquisition of another company or business or a transaction that is referenced strategic relationship with another person or entity, a registration on any form which does not include substantially the same information as would be required to be included in clauses (1) through (3) a registration statement covering the sale of the General Instructions A.1. Shares and the Xxxxxxx Shares, including any other security which is issued, as a result of Form S-4 a stock split, dividend or other distribution with respect to or in exchange for or in replacement of the Shares and the Xxxxxxx Shares (the Shares, the Xxxxxxx Shares and any such other security being referred to herein as such General Instructions the "Registrable Shares") or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities which are currently in effectalso being registered), it shall send to CKCC and Xxxxxxx (together the "Holders") written notice of such determination and, if within ten days after receipt of such notice, such Holders shall so request in writing, the Company shall use its best efforts to include in such registration statement all or (z) any part of the Registrable Shares that such Holders request to be registered, except that if, in connection with any offering involving an underwriting of common stock to be issued by the Company, the managing underwriter shall impose a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)"cut back" limitation on the number of shares of common stock included in any such registration statement because, in such underwriter's judgment, such limitation is necessary based on market conditions, then the Company shall give written notice 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 (1) the number of selling stockholder shares that remain available for registration after the underwriter's "cut back" and (ii) such Holder's Ownership Percentage, as that term is defined below. If any Holder disapproves of any material terms of such proposed filing underwriting that differ from the terms disclosed to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder in connection with such Holder's decision to participate in the registration, it or he may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right elect to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 therefrom by giving written notice to the Company and the underwriter; provided, however, that pricing changes will not entitle any Holder to withdraw if the final price at which the shares are to be sold by the underwriter is not below the low end of its request to withdraw, provided that the range set forth in the event most current draft preliminary prospectus distributed to Holders as of such withdrawal (other than the time the Holder decides to participate, or if there is no range expressed, then not below 85% of the price stated in the most current draft preliminary prospectus distributed to Holders as of the time the Holder decides to participate. For the purpose of the previous sentence, "Ownership Percentage" means and includes, with respect to each Holder of Registrable Shares requesting inclusion of Registrable Shares in an offering pursuant to Section 2.3(c) hereof)this Agreement, such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred number of Registrable Shares held by such Holder prior divided by the aggregate of (i) all Registrable Shares held by all Holders requesting registration in such offering and (ii) the total number of all other securities entitled to such withdrawal relating registration pursuant to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve agreement with the Company approved by the Board of its obligation to effect a registration upon the request Directors of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, and held by others participating in the Company's obligations under Sections 3.2 and 4.1)underwriting.

Piggy Back Registration. (a) 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 security holders (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.14.1), then the Company shall give prompt written notice of such proposed filing to the Holders Investor as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders Investor the opportunity to register such number of Registrable Securities Conversion Shares as each such Holder Investor may request (which request shall specify the Registrable Securities Conversion Shares intended to be disposed of by such Holder Investor and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "PiggyPIGGY-Back RegistrationBACK REGISTRATION"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Conversion Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities Conversion Shares in accordance with the intended method of distribution thereof. Any Holder Except as set forth in Section 4.2(c), Investor shall have the right to withdraw its request for inclusion of its Registrable Securities Conversion Shares in any Registration Statement registration statement pursuant to this Section 2.2 4.2 by giving written notice to the Company of its request to withdraw, provided provided, however, that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, such Holder Investor shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and expenses of counsel) hereof incurred by such Holder Investor prior to such withdrawal relating to such Registration Statementexcept as set forth in Section 4.2(c). The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.24.2, and no failure to effect a registration under this Section 2.24.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders Investor pursuant to Section 2.14.1, and no failure to effect a registration under this Section 2.2 4.2 and to complete the sale of Registrable Securities Conversion Shares in connection therewith shall relieve the Company of any other obligation under this Agreement Section 4. (includingb) Notwithstanding anything to the contrary contained herein, without limitationif the managing Underwriter or Underwriters of any underwritten offering described in Section 4.2 have informed, in writing, the Investor that it is their opinion that the total number of shares which the Company's obligations under Sections 3.2 , the Investor and 4.1)any other persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered shall be reduced or limited in the following order of priority: (x) first, the number of shares to be offered by all other holders of securities of the Company other than the Investor or others who have registration rights to the extent necessary to reduce the total number of shares as recommended by such managing Underwriters; and (y) second, if further reduction or limitation is required, the number of shares to be offered for the account of Investor shall be reduced or limited to the extent necessary to reduce the total number of shares as recommended by such managing Underwriters; provided, however, that the reduction for the account of the Investor shall not result in the aggregate number of shares of the Investor included in the offering to be less than 25% of the total number of shares offered.

Piggy Back Registration. If at any time after the first anniversary of the Closing Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (including for the purpose of effecting any transaction approved by the Company's board of directors under the terms of Section 6(b)(vi) or Section 6(c)(i) of the CCI Shareholders Agreement, or which the shareholder parties thereto agree to proceed with under the terms of Section 9 of the CCI Shareholders Agreement) or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-4 or Form S-8 or on any other form inappropriate for an underwritten public offering or related solely to securities to be issued in a merger, acquisition of the stock or assets of another entity or in a similar transaction (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) including a Registration Statement pursuant to a Demand Registration pursuant to under Section 2.12.2), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw his or its request for inclusion of his or its Registrable Securities in any Registration Statement pursuant to this Section 2.2 2.3 by giving written notice to the Company of his or its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c2.5(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii3.2(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.22.3, and no failure to effect a registration under this Section 2.22.3, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.12.2, and no failure to effect a registration under this Section 2.2 2.3 and to complete the sale of Registrable Securities 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. If at any time following the consummation of an Initial Public Offering, 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 and/or for the account of any of its respective security holders (including in connection with a Demand Registration) of any Common Stock (other than (xi) a Registration Statement registration statement on Form S-4 (or F-4) or S-8 (or any substitute form that may be adopted by the Commission), ) or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or an offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company’s existing securityholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 15 days before the anticipated filing date), and such notice shall identify the anticipated filing date and offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state be delivered to the firm intent of Company at least two days prior to the Holder to offer Registrable Securities for saleanticipated filing date) (a "“Piggy-Back Registration"”). The Company shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2provided that, shall relieve in such event, the Company of its obligation shall reimburse Holders requested to effect a registration upon the request of Holders pursuant be included in such Piggy-Back Registration for all Registration Expenses (including reasonable counsel fees and expenses) incurred prior to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such withdrawal.

Piggy Back Registration. If (a) Subject to the provisions of this Section 2, if the Parent at any time the Company proposes to file a Registration Statement register any of its equity securities (as defined in the Exchange Act) under the Securities Act with respect to an offering by the Company Act, whether or not for sale for its own account or account, and the registration form to be used may be used for the account registration of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by Registrable Securities, each such time the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall Parent will give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 ten days before the anticipated filing date), and such notice shall offer such Holders the Holder the opportunity to register include such number of Registrable Securities in the registration as each such the Holder may request request. (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(sb) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company Parent shall use all reasonable its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included the registration statement for such offering on the same terms and conditions as any similar securities of the Company or any other security holder Parent included therein and to permit therein. Notwithstanding the sale or other disposition foregoing, if the managing underwriter of such Registrable Securities registration advises the Parent in accordance writing (with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice a copy to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale requesting inclusion of Registrable Securities therein) that, in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitationits opinion, the Company's obligations under Sections 3.2 number of Registrable Securities requested to be included in the registration exceeds the number which can be sold in such offering, then the Parent will include in such registration only the number of Registrable Securities recommended by the managing underwriter, selected in the following order of priority: (i) first, the securities that the Parent intends to be included in such registration; (ii) 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 such Holders); and 4.1)(iii) third, securities held by all other parties.

Piggy Back Registration. If the Company at any time the Company proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering by the Company public either for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities another Person other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses Stockholders (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement except pursuant to a Demand Registration pursuant demand by the Stockholders under Section 2 hereof, which demand registration shall be governed by the terms of said Section 2, and except with respect to Section 2.1registration statements on Forms S-4, S-8 or any other form not available for registering the Registraxxx Xxxxrities for sale to the public), then the Company shall each such time it will promptly give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number each holder of Registrable Securities as each of its intention to effect such Holder may registration. Upon the written request (which request shall specify the of any such holder of Registrable Securities intended to be disposed of given within thirty (30) days after receipt by such Holder and holder of such notice, the intended method(s) of distribution thereof and shall also state Company will, subject to the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall limits contained in this Section 4, use all its commercially reasonable best efforts to cause all Registrable Securities of such holder that such holder so requests to be registered under the managing Underwriter or Underwriters of a proposed underwritten offering Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the such sale or other disposition of such said Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by Persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any holders of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and 4.1provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental or "Piggy-Back" registration rights, (ii) second, securities held by any Persons having contractual, incidental or "Piggy-Back" registration rights pursuant to an agreement which is not this Agreement and Registrable Securities held by the Stockholders and (iii) third, securities sought to be registered by the Company. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) or (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche and subject to the priorities set forth in the preceding sentence).

Piggy Back Registration. If If, at any time or from time to time while any ----------------------- Registrable Securities are outstanding, the Company proposes to file register any of its securities (whether for its own or others' account) to be offered for cash or cash equivalents in a Registration Statement public offering under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) by a Registration Statement registration statement on Form S-8 (or any substitute other form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any substantially the same information as would be required in a form for the general registration of securities other than the securities to or that would not be issued by available for registration of Registrable Securities), the Company in connection with a transaction that shall, as expeditiously as is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable reasonably possible (but in no event less later than 45 days prior to any such registration), give written notice to the Holders of the Company's intention to effect such registration. If, within 30 days before after receipt of such notice, any Holder submits a written request to 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 Company specifying the Registrable Securities intended to be disposed of by such Holder and the intended method(s) proposes to sell or otherwise dispose of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The , the Company shall include the number of shares of Registrable Securities specified in such Holder's request in such registration statement and the Company shall use all reasonable its best efforts to cause keep each such registration statement in effect and to maintain compliance with each Federal and state law and regulation for the managing Underwriter period necessary for such Holder to effect the proposed sale or Underwriters other disposition, provided, however, that if, at any time after giving -------- ------- written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine not to register or to delay registration of such securities, the Company shall give written notice of such determination to the Holders and, thereupon, (i) in the case of a proposed underwritten offering determination not to permit register any securities, the Company shall be relieved of its obligation to register any Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as connection with such registration (but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering any securities, the Company shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities; and, provided, further, that if, after any such registration -------- ------- statement has been declared EXHIBIT E Page 13 effective, the Company reasonably determines that it would be required to disclose any actions taken or any proposed to be taken by the Company, which disclosure would have a material adverse effect on the Company or on such actions, the Company shall, subject to discontinuance of sales of all other security holder included therein and securities covered by the registration statement, be entitled to permit suspend the sale effectiveness of such registration statement, or other without suspending such effectiveness, to request that each Holder forthwith discontinue the disposition of such Registrable Securities and each such Holder agrees that it will discontinue the disposition of such Registrable Securities pursuant to such registration statement (so long as the disposition of all other such securities is also discontinued) and thereupon the Company shall be relieved of its obligation under this Section 5.02 with respect to such registration (but not from its obligation to pay the Registration Expenses in accordance with connection therewith to the intended method of distribution thereofextent provided in Section 5.05). Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities participating in any Registration Statement an underwritten offering pursuant to this Section 2.2 5.02 shall, if required by giving written notice to the Company of its request to withdraw, provided that in the event managing underwriter or underwriters of such withdrawal (other than pursuant to Section 2.3(c) hereof)offering, enter into an underwriting agreement in a form customary for underwritten offerings of the same general type as such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. (i) If the Company at any time prior to the Company seventh anniversary of the Issue Date, proposes to file a Registration Statement register any of its securities for an Underwritten Offering under the Securities Act with respect (other than pursuant to an offering by the Company a Shelf Registration), whether or not for sale for its own account or account, and if the registration form proposed to be used may be used for the account registration of Registrable Securities, the Company will each such time give prompt written notice to all Qualified Holders of its intention to do so. Upon the written request of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than Qualified Holder made within 30 days before after the anticipated filing date), and receipt of any such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and Qualified Holder), the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the all such Registrable Securities as to which Qualified Holders requested registration to be included in a Piggy-Back Registration to be included on registered under the same terms and conditions as any similar Securities Act (with the securities of which the Company or any other security holder included therein and at the time proposes to register), so as to permit the sale or other disposition by such Qualified Holders of such Registrable Securities Securities. (ii) No registration effected pursuant to this Section 2.1(b) shall be deemed to have been effected pursuant to Section 2.1(a) hereof. (iii) Notwithstanding anything to the contrary in accordance with this Section 2.1(b), the intended method of distribution thereof. Any Holder Company shall have the right to withdraw its request for inclusion of its Registrable Securities in discontinue any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back back Registration at any time prior to the time it becomes effective. No effective date of such Piggy-back Registration if the registration effected under this Section 2.2, and of other securities giving rise to such Piggy-back Registration is discontinued; but no failure to effect such discontinuation shall preclude an immediate or subsequent request for a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Shelf Registration.

Piggy Back Registration. If at any time the Company proposes to file (a) In connection with a Registration Statement under the Securities Act with respect to an offering registration by the Company of any of its securities, either for its own account or for the account of any of its respective a security holder or holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by for the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration Holders pursuant to Section 2.1)3.01, then an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form X-0, Xxxx X-0 or another form not available for registering the Registrable Securities for sale to the public): (i) the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but will promptly, and in no any event not less than 30 days before prior to the proposed registration of any such securities, give written notice (a “Registration Notice”) to the Holders that it expects to determine or has determined to register securities, describing in reasonable detail the proposed registration and distribution (including the anticipated filing date)range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and the rights of such Holders to participate pursuant to this Section 3.02 in such registration; (ii) after receiving a Registration Notice, each Holder will promptly, and such in any event not more than 15 days after receiving the Registration Notice, give written notice shall offer such Holders to the opportunity Company advising as to register such number of Registrable Securities as each whether or not such Holder may request (which request shall specify the Registrable Securities intended desires to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder exercise its registration right under this Section 3.02 to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of require the Company or to include any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in the registration and, if so, specify the maximum number of Registrable Securities (being all or any part of the Holder’s Registrable Securities) to be so included (the “Piggy-Back Securities”); and (iii) the Company will include in such registration and in any underwriting involved in such registration all of the Piggy-Back Securities, subject to clause (b) in the case of an underwritten offering. (b) If the registration of which the Company gives notice is for an Underwritten Offering involving an underwriting, the Company will so advise the Holders as a part of the Registration Statement Notice. In such event, the right of the Holders to register pursuant to this Section 2.2 clause (b) will be conditioned upon the Holders’ participation in such underwriting and the inclusion of the Holders’ Registrable Securities in the underwriting to the extent provided herein. If a Holder proposes to distribute its Registrable Securities through such underwriting, the Holder will, together with the Company, enter into an underwriting agreement in customary form with the managing underwriter and other underwriters selected for such underwriting, which managing underwriter will be selected by giving the Company and reasonably acceptable to the Majority Holders. Notwithstanding any other provision of this clause (b), if the managing underwriter determines, and so advises the Company in writing, that marketing factors require a limitation of the number of shares of Common Stock to be underwritten, the managing underwriter may limit the number of shares of Common Stock to be included in such registration by reducing the number of shares of Common Stock to be sold by the Company and any other selling security holder and the number of Registrable Securities to be sold by the Holders. Pursuant to such reduction, the maximum number of Common Stock to be sold by any other selling security holder or by the Holders in such registration shall be equal to the lesser of (i) the actual number of shares of Common Stock desired to be sold in such registration by the selling security holder or the Shareholders, as applicable, and (ii) the maximum number of shares of Common Stock to be underwritten (for greater certainty, excluding shares issued pursuant to an over-allotment option) multiplied by the percentage of the Outstanding Securities then owned by the selling security holder or the Shareholders, as applicable. The Company will so advise each Holder of the maximum number of shares of Common Stock that may be included in the registration and underwriting as calculated pursuant to clause (ii) of the preceding sentence. If a Holder disapproves of the terms of any such underwriting, it may elect to withdraw its Registrable Securities therefrom by written notice to the Company Company, subject to any of its request to withdraw, provided that covenants in the event of any underwriting agreement or “bid letter” with such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1underwriter(s).

Piggy Back Registration. If at any time (i) Company may give the Purchasers written notice of each filing by Company proposes to file with the SEC, of a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders registration statement (other than (x) a that certain Draft Registration Statement on Form S-8 (or S-1 submitted September 27, 2022, as amended, as well as any substitute form that may be adopted by the Commission), (y) public filing thereof and subsequent amendment thereto and a Registration Statement registration statement on Form S-4 or Form S-8 or on any successor forms thereto) (or any substitute form that may be adopted in each case, referred to hereinafter as a “Registration”). If requested by the Commission); provided that Purchasers in writing within 20 days after receipt of any such Registration Statement on Form S-4 does not include any securities notice, Company shall, at Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by the Purchasers), register or otherwise include all or, at Purchasers’ option, any portion of the Securities, concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Securities through the securities exchange, if any, on which the shares of common stock of the Company is being sold or on the over-the-counter market, and will use its commercially reasonable efforts through its officers, directors, auditors, and counsel to cause such registration statement or offering statement to become effective or qualified (as applicable) as promptly as practicable, provided however, that Purchasers shall agree to a lock-up of no more than 180 days if all other shareholders who own 1% or more of the Company do the same and if such lock-up is required by the underwriters in such offering. (ii) In the event of a Registration pursuant to these provisions, Company shall use its reasonable commercial efforts to cause the Securities so registered to be issued registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Purchasers may reasonably request; provided, however, that Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business. (iii) Notwithstanding the registration obligations described in this Section 5.3(a), if the Company has engaged an underwriter for a public, registered offering, and the underwriter does not allow the Securities to be included in a Registration to be filed in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)offering, then the Company shall give written notice of such proposed filing use reasonable commercial efforts to convince the Holders underwriter to include the Securities, as soon as practicable (but in no event less than 30 days before the anticipated filing date)required above, and if such notice shall offer such Holders efforts are unsuccessful, then the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent non-inclusion of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder such Registration 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, provided that in the not be deemed an event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementdefault. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).SECURITIES PURCHASE AGREEMENT PAGE6

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering by the Company public for cash, whether for its own account or for the account of any of its respective security holders Other Holders or both (other than (x) a except with respect to Registration Statement Statements on Form Forms S-4 or S-8 (or any substitute form that may be adopted by forms succeeding thereto for purposes permissible under such forms as of the Commissiondate hereof), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable (but in do so no event less than 30 20 days before prior to the anticipated filing date), and such notice shall offer such Holders . Upon the opportunity to register such number of Registrable Securities as each written request received by the Company from any Holder no later than the 15th day after receipt by such Holder may request of the notice sent by the Company (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Registerable Securities as to permit the Registrable Securities which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included on covered by such Registration Statement, all to the same terms and conditions as any similar securities of the Company or any other security holder included therein and extent requisite to permit the sale or other disposition of such Registrable Securities by each Holder (in accordance with the intended method its written request) of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable such Registerable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; provided, however, that the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffectiveness of any such Registration Statement, in its sole discretion and without the consent of any Holder, abandon any proposed offering by the Company in which any Holder had requested to participate. No registration effected under this Section 2.2, and no failure The number of Registerable Securities to effect be included in such a registration under this Section 2.2may be reduced or eliminated if and to the extent, in the case of an underwritten offering, the managing underwriter shall relieve advise the Company that such inclusion would materially jeopardize the successful marketing of its obligation the securities (including the Registerable Securities) proposed to effect be sold therein; provided, however, that (a) in the case of a registration upon the request of Holders Registration Statement filed pursuant to Section 2.1the exercise of demand registration rights of any Other Holders, and no failure priority shall be given first to effect a registration under this Section 2.2 and the Other Holders demanding such registration, then to complete the sale of Registrable Securities in connection therewith shall relieve Holders, then to the Company and then to Other Holders (other than the Other Holders demanding such registration) and (b) in the case of any other obligation under this Agreement (including, without limitation, a Registration Statement the filing of which is initiated by the Company's obligations under Sections 3.2 and 4.1, priority shall be given (A) first to the Company, then (B) to the Holders, then (C).

Piggy Back Registration. If (a) If, at any time time, the Company proposes undertakes to file a Registration Statement register any of its Common Stock or other equity securities under the Securities Act of 1933, as amended (the “Act”), it will give prompt written notice (and in no event later than 30 days prior to the proposed filing of such registration statement with the Securities and Exchange Commission (the “SEC”)) to the Optionee of its intention to effect such registration. The Company will include in such registration all securities with respect to an offering which the Company has received written requests for inclusion within 20 days after the receipt of such notice by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration")Optionee. The Company shall pay all related registration expenses other than any underwriter discounts relating to shares to be sold by the Optionee. (b) In connection with and registration of shares under the Act, the Company shall, among other things, (i) file a registration statement with the SEC and use all its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering registration statement to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms become and conditions as any similar securities remain effective until all of the Company shares have been sold or sixty days, whichever is shorter, (ii) as promptly as possible prepare and file with the SEC any amendments and supplements to any registration statement, including the prospectus, that are necessary to keep such registration statement effective, (iii) as promptly as possible, provide to the Optionee copies of the prospectus, including a preliminary prospectus, conforming with the requirements of the Act, and all other security holder included therein and documents that the Optionee may reasonably request, in order to permit assist in the public sale or other disposition of the shares, and (iv) as promptly as possible, use its commercially reasonable efforts to register or qualify the shares covered by such Registrable registration statement under the securities (Blue Sky) laws of all states that require such registration or qualification and that the Optionee requests, and complete all other activities and documents that may be necessary or reasonably desirable for the Optionee to complete the public sale or other disposition of the shares in such specified states. (c) The obligations of the Company under this Section to register the shares shall expire and terminate at such time as the Optionee shall be entitled or eligible to sell such securities without restriction and without a need for the filing of a registration statement under the Securities in accordance with the intended method Act, including without limitation, for any resales of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement restricted securities made pursuant to this Section 2.2 Rule 144 as promulgated by giving written notice the Securities and Exchange Commission, or for a sale made pursuant to Rule 144 as promulgated by the Company of its request to withdrawSecurities and Exchange Commission, provided that in the event of such withdrawal (other than or for a sale made pursuant to Section 2.3(c4(1) hereof), such Holder shall be responsible for and/or 4(2) under the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Act.

Piggy Back Registration. (a) 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 security holders (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.110.1), 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 30 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities Conversion Shares as each such Holder may request (which request shall specify the Registrable Securities Conversion Shares intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "PiggyPIGGY-Back RegistrationBACK REGISTRATION"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Conversion Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities Conversion Shares in accordance with the intended method of distribution thereof. Any Except as set forth in Section 10.2(c), each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities Conversion Shares in any Registration Statement registration statement pursuant to this Section 2.2 10.2 by giving written notice to the Company of its request to withdraw, provided provided, however, that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, such Holder shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and expenses of counsel) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementexcept as set forth in Section 10.2(c). The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.210.2, and no failure to effect a registration under this Section 2.210.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).effect

Piggy Back Registration. (a) If at any time and from time to time during the period commencing upon the first anniversary of the Closing Date (the "Anniversary Date") and ending upon the earlier of (i) such time as when all of the Registrable Shares have been disposed of and (ii) three years after the conversion into Shares of all OP Units issued under the Contribution Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect Statement, it will, prior to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)such filing, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 RDC Funds and to the Owners of its intention to do so and, upon the written request of the RDC Funds and the Owners given within 20 days before after the anticipated filing date), and Company provides 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 number Registrable Securities Shares intended to be disposed of by each RDC Fund and such Holder responding Owner and the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of Company, subject to the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company provisions hereof, shall use all commercially reasonable efforts to cause all Registrable Shares which the managing Underwriter or Underwriters of a proposed underwritten offering Company has been requested by the RDC Funds and the Owners to register to be registered under the Securities Act to the extent necessary to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the their sale or other disposition of such Registrable Securities in accordance with the intended method methods of distribution thereof. Any Holder specified in the request of the RDC Funds and the Owners; provided, that the Company shall have the right to postpone or withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration effected pursuant to this Section 2.2 by giving written notice 2(a) hereof without obligation or liability to the Company of its request to withdraw, provided that in RDC Funds and the event of such withdrawal Owners. (other than pursuant to Section 2.3(cb) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at In connection with any time prior to the time it becomes effective. No registration effected offering under this Section 2.22 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Participating Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and no failure to effect a registration under this Section 2.2then only in such quantity as will not, shall relieve in the Company opinion of its obligation to effect a registration upon the request underwriters, jeopardize the success of Holders pursuant to Section 2.1, the offering by and no failure to effect a registration under this Section 2.2 and to complete for the sale account of Registrable Securities 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).743441.2 2

Piggy Back Registration. If at any time during the Demand Period a Demand Registration Statement with respect to a Holder’s Registrable Securities is not effective, then such Holder may participate in a Piggy-Back Registration (as defined below) pursuant to this Section 2(b); provided that, if and so long as a Demand Registration Statement is on file and effective with respect to such Holder’s Registrable Securities, then the Company shall have no obligation to allow such Holder to participate in a Piggy-Back Registration. (1) If the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering by the Company for its own account or for the account of any of its respective holders of any class of equity security holders (other than (xi) any registration statement filed by the Company under the Securities Act relating to an offering of Common Shares for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than pursuant to Section 2(a)(2) hereof or (iii) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company’s existing securityholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 ten (10) days before the anticipated filing date), and such notice shall offer such Holders offer, subject to Section 2(b)(2), each Holder the opportunity to register such number all, but not less than all, of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of held by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "“Piggy-Back Registration"”). The Company shall use all its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. (2) Notwithstanding anything contained herein, if in the opinion of the managing underwriter or underwriters of an offering described in Section 2(a) and Section 2(b) hereof, the (i) size of the offering that the Holders, the Company and such other Persons intend to make or (ii) kind of securities that the Holders, the Company and/or any other security holder Persons intend to include in such offering are such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such underwriter’s opinion, the amount of securities to be offered for the accounts of the Holders shall be reduced pro rata (among the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included therein in such offering to the amount recommended by such managing underwriter or underwriters; provided that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of such other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered by the Holders, the proportion by which the amount of such class of securities intended to be offered by the Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other Persons is reduced; and (B) if the combination of the securities to permit be offered is the sale basis of such underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or other disposition (y) if the actions described in clause (x) would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities in accordance with will be excluded from such offering. (3) For the intended method avoidance of distribution thereof. Any Holder shall have doubt, the right rights 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, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under contained in this Section 2.2, and no failure 2(b) are intended to effect a apply to any registration under this Section 2.2, shall relieve statement filed for an underwritten equity offering intended to close contemporaneously with the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Listing Event.

Piggy Back Registration. If at (a) At any time after the first anniversary of the Closing Date and prior to the fifth anniversary of the Closing Date, if the Company proposes to file a Registration Statement register any securities under the Securities Act in connection with respect any offering of its securities (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to an offering by the Company be issued in exchange for securities or assets of another corporation), whether or not for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)account, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give furnish promptly, and in any event not less than 10 days in advance, written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and of its intention to effect such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder registration and the intended method(s) method of distribution thereof and in connection therewith. Upon the written request of a Holder made to the Company within 15 days after the receipt of such notice by the Company, the Company shall also state include in such registration the firm intent requested number of the Holder to offer Holder's Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use If a Holder decides not to include all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the its Registrable Securities requested in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be included in a Piggy-Back Registration filed by the Company with respect to be included on offerings of its Common Stock and any other securities, all upon the same terms and conditions as set forth herein. (b) Nothing in this Section 2.2 shall create any similar securities liability on the part of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice person to the Company of its request Holders if the Company, for any reason, decides not to withdraw, provided that in the event of such withdrawal (other than file a registration statement proposed to be filed pursuant to Section 2.3(c2.2(a) hereof)or to withdraw such registration statement subsequent to its filing, such regardless of any action whatsoever that a Holder shall be responsible for may have taken, whether as a result of the fees and expenses referred to in Section 3.3(viii) hereof incurred issuance by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation notice under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Section 2.2(a) or otherwise.

Piggy Back Registration. If at any time ninety (90) days ----------------------- following the closing of the Initial Public Offering the Company proposes to file a Registration Statement registration statement under the Securities 1933 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 security holders of the same class as the Registrable Securities (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) or a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing securityholders), then the Company shall give written notice of such proposed filing to the Holders and the Minority Holders as soon as practicable (but in no event less than 30 ten (10) days before the anticipated filing date), and such notice shall offer such the Holders and the Minority Holders the opportunity to register such number of shares of Registrable Securities as each such Holder or Minority Holder may request in writing within five (5) days of receipt of such notice on behalf of itself or its Affiliates (which request shall specify the Registrable Securities intended to be disposed of by such Holder and its Affiliates, or such Minority Holder and its Affiliates and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Subject to Section 2.4(b), any Holder or Minority Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event withdraw within twenty (20) days of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible its request for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementinclusion. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve ; provided that -------- the Company of its obligation to effect a registration upon the request of shall reimburse Minority Holders, if applicable, or Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities requested to be included in connection therewith such Piggy-Back Registration for all out-of-pocket expenses (including counsel fees and expenses) incurred prior to such withdrawal. Notwithstanding the foregoing, if any Stockholder is permitted to include shares of Common Stock in the Initial Public Offering or if the Initial Public Offering consists solely of an offering by one or more Stockholders, each of TJX, Leeway, and NYNEX shall relieve be entitled to include its shares on the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)same basis as such Stockholder.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders securityholders of any class of its common equity securities (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)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, (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an offer of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), Company's existing securityholders or (ziii) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Registration), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less fewer than 30 15 days before the anticipated filing datedate 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 within 12 days (or eight days 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 intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "PIGGY-BACK REGISTRATION"). In such case where the intended method of distribution thereof is on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, the Company shall use its best efforts to keep such Piggy-Back Registration")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 all its reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffective 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 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 Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders of Registrable Securities pursuant to Section 2.12.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities securities registered thereunder 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)Agreement.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement to register Common Stock of the Company (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act with respect for sale to the public in an offering underwritten offering, it will at each such time give written notice to * of its intention to do so ("Notice of Intent") and, upon the written request of * (the "Piggy-Back Request") made within 30 calendar days after the receipt of any such notice (which request must specify that * intends to dispose of all of the Warrant Shares held by * on the date the Notice of Intent is received by * and state the intended method of disposition thereof), the Company for will use its own account or for best efforts to effect the account registration under the Securities Act of any the Warrant Shares which the Company has been so requested to register, to the extent requisite to permit the intended disposition; provided, however, that if the managing _____________________ underwriter shall certify in writing that inclusion of its respective security holders (other than all of the Warrant Shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution of the securities in respect of which registration was originally to be effected (x) at a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)price reasonably related to fair value, and (y) a Registration Statement on Form S-4 under circumstances which will not materially and adversely affect the market of the Company's securities (or any substitute form that such writing to state the basis of such opinion and the maximum number of shares which may be adopted by the Commission); provided that distributed without such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1interference), then the Company shall give may, upon written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)* , and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion exclude from such registration such number of its Registrable Securities in any Registration Statement pursuant Warrant Shares which it would otherwise be required to this Section 2.2 by giving written notice register hereunder as is necessary to reduce the total amount of securities to be so registered to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall maximum amount which can be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)so marketed.