Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).

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

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others register under the Securities Act (including pursuant to a demand of any securities shareholder of Company, the Company exercising registration rights other than on Form S-4 pursuant to Section 2.2 or Form S-8 or their then equivalents relating to equity securities to be issued solely Section 2.3 hereof) any of its Common Stock in connection with any acquisition the public offering of any entity or business or such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable in connection with employee benefit plansupon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), Company it shall send to the Holders each Holder written notice of such determination and ifand, if within ten (10) days after receipt of such notice, any such Holder shall so request in writing, the Company shall use its best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for involving an underwriting of Common Stock to be issued by the account of Company, the managing underwriter(s) thereof underwriter shall impose a limitation on the number of Registrable Securities which may be shares of Common Stock included in the Registration Statement any such registration statement because, in such underwriter(s)’ underwriter’s judgment, such limitation is necessary to effect an orderly public distributionbased on market conditions, then (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities registration statement, with respect to which such Holder has requested inclusion. Any exclusion the requesting Holder, only an amount of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion equal to the product of (i) the number of Registrable Securities specified in their respective requeststhat remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided furthereither case, however, that, after giving effect to the immediately preceding proviso, any exclusion of no Registrable Securities shall be made pro rata with holders of reduced or excluded from any registration unless all other securities having other than the right to include Registrable Securities are first entirely excluded from such securities in the Registration Statement, based on the number registration. If any Holder disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementunderwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right to registration of Registrable Securities under this Section 1(b) 2.1 shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)2.2.

Piggy Back Registration. If at 2.1 At any time commencing on and from time to time during the date of issuance of Warrant exercise period, whenever the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine proposes to prepare and file with the SEC a Registration Statement relating Statement, the Company will prior to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders such filing give written notice to Holder of such determination and ifits intention to do so and, upon the written request of Holder given within ten (10) days after receipt of the Company provides such notice, any Holder shall so request in writing, the Company shall include use its good faith efforts to cause all Registrable Securities which the Company has been requested by Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in such Registration Statement all accordance with the intended methods of distribution specified in the request of Holder; provided that the Company shall have the right to postpone or withdraw any part registration effected pursuant to this Section 2 without obligation or liability to Holder. In the Holder’s request, the Holder will be required to describe briefly its proposed disposition of the Registrable Securities that such Holder requests to be registered, except that ifSecurities. However, in connection with any underwritten public offering for the account of Companyregistration under Section 2, the Holder’s Registrable Securities shall be junior and subordinate to any registration rights granted by the Company which are already outstanding, and any senior registration rights granted by the Company in the future. 2.2 In connection with any registration under Section 2 involving an underwritten offering of the Company’s securities, the Company shall not be required to include any Registrable Securities in such underwriting unless Xxxxxx accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the sole discretion of the underwriters, jeopardize the success of the offering by the Company. If in the sole discretion of the managing underwriter(s) thereof underwriter or underwriters the registration of all, or part of, the Registrable Securities which Holder has requested to be included would adversely affect such public offering, then the Company shall impose a limitation on be required to include in the underwriting only that number of Registrable Securities, if any, which the managing underwriter or underwriters believe may be sold without causing such adverse effect. If the number of Registrable Securities which may to be included in the Registration Statement because, underwriting in such underwriter(s)’ judgment, such limitation accordance with the foregoing is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion less than the total number of the Registrable Securities with respect to which such Holder has requested inclusionto be included, then Holder and each participant other than the Company in such underwriting shall participate in the underwriting pro rata based upon their total ownership of Registrable Securities. Any exclusion such limitation shall be imposed in such manner so as to avoid any diminution in the number of securities the Company may register for sale by giving first priority for the securities to be registered for issuance and sale by the Company and the underwriter, and by giving second priority for the securities to be registered for sale by any holder of Registrable Securities pursuant to the terms of this Agreement. 2.3 In connection with any registration under this Section 2 involving a selling stockholder registration statement or any other registration statement not involving an underwritten offering of the Company’s securities, the Company reserves the right to include only that number of Registrable Securities, if any, as it shall determine in its sole discretion, may be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to sold without jeopardizing the success of the offering or having an adverse effect on the offering. If the number of Registrable Securities specified to be included in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities offering in such Registration Statement; and provided further, however, that, after giving effect to accordance with the immediately preceding proviso, any exclusion foregoing is less than the total number of Registrable Securities which Holder has requested to be included, then Holder and each participant other than the Company in such offering shall participate in the offering pro rata based upon their total ownership of Registrable Securities. Any such limitation shall be made pro rata with holders of other securities having the right imposed in such manner so as to include such securities avoid any diminution in the Registration Statement, based on the number of securities the Company may register for which registration is requested except sale by giving first priority for the securities to be registered for issuance and sale by the Company, and by giving second priority for the securities to be registered for sale by any holder of Registrable Securities pursuant to the extent terms of this Agreement. 2.4 Any holder of Registrable Securities may elect to withdraw such pro rata exclusion holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities request to withdraw prior to the Issue Date in which case effectiveness of the Registration Statement. The Company may also elect to withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such other securities withdrawal, the Company shall be excluded, if at all, in accordance with pay all expenses incurred by the terms of such agreement. No right to registration holders of Registrable Securities under this in connection with such Piggy-Back Registration as provided in Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)4.

Piggy Back Registration. If at (a) At any time commencing on the date of issuance Registrable Securities are owned by a Subscriber and there is not an effective registration statement covering all of the Registrable Securities (Securities, and if the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement registration statement relating to an offering for its own account or the account of others under the Act Act, of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall send deliver to the Holders each Subscriber a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the date of the delivery of such notice, any Holder such Subscriber shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities that such Holder Subscriber requests to be registered; provided, except however, that ifRegistrable Securities will not be included if the underwriter(s) associated with the offering which is the subject of the registration statement believes, in connection with good faith, that the inclusion of such Registrable Securities will have an adverse effect on the sale of the securities for which such registration statement was filed, and further provided, however, that the Company shall not be required to register any underwritten public offering Registrable Securities pursuant to this Section 6.2 that are eligible for resale pursuant to Rule 144 promulgated by the account SEC pursuant to the Act or that are the subject of Company, the managing underwriter(s) thereof shall impose a then effective registration statement. If any SEC Guidance sets forth a limitation on the number of Registrable Securities which may securities permitted to be included in registered on a particular registration statement (and notwithstanding that the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary Company used diligent efforts to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited advocate with the SEC for the registration of all or a greater portion of the Registrable Securities with respect Securities), unless otherwise directed in writing by a Subscriber as to which such Holder has requested inclusion. Any exclusion of its Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be includedSecurities, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in be registered on such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall registration statement will be made reduced on a pro rata basis with holders of such other securities having the right to include such securities in the Registration Statement, based being registered on the number of applicable registration after as full an allocation as possible has been afforded for the securities for which the registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)statement has been filed.

Piggy Back Registration. If at any time commencing on the date of issuance of Issue Date and on or before the Registrable Securities (Expiration Date, the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of the Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company with the holder of such other securities prior to the Issue Date Date, in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3662/3%) of the Registrable Securities may waive the obligations of the Company under this Section 1(b).

Piggy Back Registration. If the Company at any time commencing proposes to file a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (a “Piggy-back Registration Statement”), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 5 Business Days after the date of issuance receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine requested to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary initiated under this Section 3 prior to effect an orderly public distribution, then Company shall be obligated to include in the effectiveness of such Registration Statement only such limited portion of whether or not the Holders have elected to include Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. If at any time commencing on the date of issuance Unless all of the Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the right, until the Expiration Date, to include the remaining Registrable Securities (the “Issue Date”) and ending on the date that a as part of any other registration statement covering the Registrable Securities has been declared effective of securities filed by the SEC Commission, Company shall determine to prepare and file (other than in connection with the SEC a Registration Statement relating to an offering for its own account or the account of others transaction contemplated by Rule 145 promulgated under the Act of any securities of Company, other than on Form S-4 or pursuant to Form S-8 or their then equivalents relating to equity securities to be issued any equivalent form); provided, however, that if, solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(sSelling Agent(s) thereof shall shall, in its reasonable discretion, impose a limitation on the number of shares of Registrable Securities which may be included in the Registration Statement registration statement because, in such underwriter(sSelling Agent(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the Selling Agent shall reasonably permit; and further provided that no such Holder has requested inclusionpiggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among all the Holders who have requested that seeking to include Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestssought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; and provided furtherStatement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, however, that, after giving effect the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the immediately preceding proviso, any exclusion proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based no limit on the number of securities for which times the Holder may request registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)4.2.2.

Piggy Back Registration. If at (i) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of any time commencing on 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 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 (x) first, the shares offered by the holders of securities who demanded such registration ("Demand Holders"), if any, (y) then, if additional shares may be included in such registration without materially and adversely affecting the success of such offering, all the shares the Company offered for its own account, if any, and (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 issuance 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 (the “Issue Date”) and ending requested to be included would have on the date that a registration statement covering the such offering, such Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to will be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of excluded from such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)offering.

Piggy Back Registration. If (a) If, at any time commencing on prior to the date of issuance first anniversary of the Registrable Securities Effective Date (as defined in the “Issue Date”Share Purchase Agreement) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account a resale offering by any of others its stockholders under the Securities Act of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall send deliver to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such the Registration Statement all or any part of the such Registrable Securities that such Holder requests to be registered; provided, except that ifthe Company shall not be required to register any Registrable Securities pursuant to this Section that are (i) eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or (ii) the subject of a then effective registration statement. The Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Annex 1 with respect to the Registrable Shares. Subject to the terms of this Schedule, in connection with any underwritten public offering the Company shall use its reasonable best efforts to cause the Registration Statement filed under this Section to be declared effective under the Securities Act as promptly as reasonably practical after the filing thereof and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the account Company to be in compliance with the current public information requirement under Rule 144, 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 affected Holders (the “Effectiveness Period”). (b) If the Commission informs the Company that all of Companythe Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the managing underwriter(sCompany will promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission on another appropriate form. (c) thereof shall impose Notwithstanding any other provision of this Schedule, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities which may permitted to be included registered on a registration statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to the Registration Statement becauseRegistrable Securities, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion the number of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in registered on the Registration Statement, based on Statement may be reduced by the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under Company it its sole discretion without prior consultation with any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)Holder.

Piggy Back Registration. (a) If at (but without any time commencing on obligation to do so) the date Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of issuance its stock or other securities under the Act in connection with the public offering of such securities solely for cash, other than (i) the initial registration of any series or class of the Registrable Securities Company’s securities, (ii) a registration relating solely to the “Issue Date”sale of securities to participants in a stock plan, (iii) and ending a registration on any form which does not include substantially the date that same information as would be required to be included in a registration statement covering the sale of the Registrable Securities has been declared effective by the SEC CommissionSecurities, Company shall determine to prepare and file with the SEC or (iv) a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than registration on Form S-4 (or Form S-8 or their then equivalents any successor form) relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send a transaction pursuant to the Holders SEC’s Rule 145, the Company shall, at such time, promptly give each Holder written notice of such determination and if, registration. Upon the written request by a Holder given to the Company within ten twenty (1020) days after receipt such notice by the Company provided in accordance with Section 6.4, the Company shall, subject to the provisions of such noticeSection 3.3(b), any Holder shall so request in writing, Company shall include in such Registration Statement cause to be registered under the Act all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each such Holder has requested inclusionto be registered. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 3.3 to include any of 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 (or by other persons entitled to select the underwriters), 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. Any exclusion If the total amount of securities, including Registrable Securities Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be 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 made pro rata among all Holders who have requested required to include in the offering only that Registrable Securities be included, in proportion to the number of such securities, including Registrable Securities specified Securities, which the underwriters determine in their respective requestssole discretion will not jeopardize the success of the offering; provided, however, that there shall first be excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any director, consultant, officer, or employee of the Company shall not exclude or any Registrable Securities unless Company has first excluded all outstanding securities subsidiary other than the holders of which are not entitled by right to inclusion of securities in such Registration Statement; Founders and provided further, however, that, after giving effect their Permitted Transferees and (ii) stockholders exercising any contractual or incidental registration rights subordinate and junior to the immediately preceding provisorights of the Preferred Stock Holders. If after such shares are excluded, any exclusion of Registrable Securities the underwriters shall be made pro rata with holders of other securities having the right to include such securities determine in the Registration Statement, based on their sole discretion that the number of securities for which registration remain to be included in the offering exceeds the amount of securities to be sold that the underwriters determine is requested except 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 extent total amount of securities entitled to be included therein owned by each selling Holder or in such pro rata exclusion 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 or corporation, the partners, retired partners, and stockholders of such other securities is prohibited under Holder, or the estates and family members of any written agreement entered into by Company with such partners and retired partners and any trusts for the holder benefit of such other securities prior to any of the Issue Date in which case such other securities foregoing persons shall be excluded, if at all, deemed to be a single “selling Holder,” and any pro-rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in accordance with the terms of such agreement. “selling Holder,” as defined in this sentence. (c) No incidental right to registration of Registrable Securities under this Section 1(b) 3.3 shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this 3.2 or Section 1(b)3.4 herein.

Piggy Back Registration. If (a) If, at any time commencing on after the six month anniversary of the date of issuance of this Agreement, the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for register any of its own account or the account of others Common Stock under the Act of any securities of CompanySecurities Act, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansan Excluded Registration, Company it shall send to each Holder of Registrable Securities, including each Holder who has the Holders right to acquire Registrable Securities, written notice of such determination and if, determination. If within ten five (105) business days after receipt of such notice, any such Holder shall so request in writing, the Company shall will, subject to the limits of this Section 2, use its best efforts to include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registeredregistered therein. (b) If, except that ifhowever, in connection with any underwritten public offering for under this Section involving an underwriting of the account of Common Stock to be issued by the Company, the managing underwriter(s) thereof underwriter shall impose a limitation on the number of Registrable Securities shares which may be included in the any such Registration Statement because, in such underwriter(s)’ its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all shares whose holders have a contractual, incidental ("piggyback") right to include such shares in the Registration Statement, and as to which inclusion has been requested pursuant to such right and there is first excluded from such Registration Statement all shares sought to be included therein by any holder thereof having contractual, piggyback registration rights subordinate and junior to the rights of the Holders of Registrable Securities, then the Company shall only be obligated to include in such Registration Statement only such limited portion that number of the Registrable Securities with respect so requested to which be registered by such Holder has requested inclusion. Any exclusion Holders as will constitute no less than ten percent (10%) of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the total number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities so requested to be registered by the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(bHolders thereof. (c) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) The obligations of the Registrable Securities may waive the obligations of Company under this Section 1(b)3 shall terminate at such time as a Holder may sell any Registrable Securities without registration pursuant to Rule 144(k) as promulgated under the Securities Act.

Piggy Back Registration. If at any time commencing on (a) Grant of Right. In addition to the date demand right of issuance registration described in Section 5.1 hereof, the Holder shall have the right, for a period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(f)(2)(G)(v), to include the Registrable Securities (the “Issue Date”) and ending on the date that a as part of any other registration statement covering the Registrable Securities has been declared effective of securities filed by the SEC Commission, Company shall determine to prepare and file (other than in connection with the SEC a Registration Statement relating to an offering for its own account or the account of others transaction contemplated by Rule 145(a) promulgated under the Securities Act of any securities of Company, other than on or pursuant to Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued any equivalent form); provided, however, that if, solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall shall, in its reasonable discretion, impose a limitation on the number of Registrable Securities Warrant Shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such the Holder has requested inclusioninclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among all the Holders who have requested that seeking to include Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestssought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; and provided further, however, that, after giving effect Statement or are not entitled to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company inclusion with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)Securities.

Piggy Back Registration. If at any time commencing on after the date of issuance Initial Closing Date there is not an effective registration statement covering all of the Underlying issued Shares and issuable upon conversion of issued Notes and the Warrant Underlying Shares (collectively, “Registrable Securities (the “Issue DateSecurities”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine determines to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Companyits equity securities, other than on Form but excluding Forms S-4 or Form S-8 or their and similar forms which do not permit such registration, then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to each holder of any of the Holders Registrable Securities written notice of such determination and ifand, if within ten (10) fifteen calendar days after receipt of such notice, any Holder such holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the underlying Registrable Securities that Securities, such Holder holder requests to be registeredregistered and which inclusion of such underlying Registrable Securities will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided by the SEC (including, except that ifbut not limited to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Registrable Securities entitled to registration rights under this Section 4.20. The holders whose Underlying Registrable Securities are included or required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. In no event shall the liability of any holder of Underlying Registrable Securities or permitted successor in connection with any underwritten Underlying Registrable Securities included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Purchaser upon the sale of the Underlying Registrable Securities sold pursuant to such registration or such lesser amount in proportion to all other holders of Underlying Registrable Securities included in such registration statement. All expenses incurred by the Company in complying with Section 4.18, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public offering accountants for the account of Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the managing underwriter(s) thereof shall impose a limitation on FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the number sale of Registrable Securities which may be included are called "Selling Expenses." The Company will pay all Registration Expenses in connection with the Registration Statement because, registration statement under Section 4.20. Selling Expenses in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company connection with each registration statement under Section 4.20 shall be obligated to include in borne by the holder and will be apportioned among such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, holders in proportion to the number of Underlying Registrable Securities specified in their respective requests; providedincluded therein for a holder relative to all the securities included therein for all selling holders, however, that Company shall not exclude any Registrable Securities unless Company has first excluded or as all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities may agree. It shall be made pro rata with holders of other securities having the right a condition precedent to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of the Company under to complete the registration pursuant to this Section 1(b)Agreement with respect to the Underlying Registrable Securities of a particular Purchaser that such Purchaser shall furnish to the Company in writing such information and representation letters, including a completed form of a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with federal and applicable state securities laws.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Series D Preferred Shares and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities Series D Preferred Shares and the Common Shares may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. If If, at any time commencing on after the date of issuance Company has completed an Initial Public Offering, the Company proposes to register any of the Registrable shares of its Common Stock under the Securities (Act for sale to the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commissionpublic, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering whether for its own account or for the account of others under the Act of any securities of Companyother security holders or both (except with respect to registration statements on Forms S-4, other than on Form S-4 or Form S-8 or their another form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice to each Holder of its intention to do so. Upon the written request of a Holder, received by the Company within 20 days after the receipt by such Holder of any such notice from the Company, the Company will use its best efforts to cause the Restricted Stock then equivalents relating owned by any Holder as to equity securities which registration shall have been so requested to be issued solely included in connection with any acquisition the shares of any entity or business or equity securities issuable in connection with employee benefit plansits Common Stock to be covered by the registration statement proposed to be filed by the Company, Company shall send all to the Holders written notice extent necessary to permit the sale or other disposition by the Holder(s) of such determination and ifRestricted Stock so registered. Notwithstanding the foregoing provisions, within ten (10the Company may withdraw any registration statement referred to in this paragraph 4(b) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that ifand, in connection with any underwritten public offering for involving an underwriting of Common Stock to be issued by the account Company or to be sold by any other holder of the Company's Common Stock, if the managing underwriter(s) thereof underwriter for such offering shall impose a limitation on the number of Registrable Securities shares of the Restricted Stock which may be included in the Registration Statement registration statement, because, in such underwriter(s)’ its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion that number of shares of the Registrable Securities with respect Restricted Stock as the managing underwriter believes will not jeopardize the success of the offering, in each case without thereby incurring any liability to which any Holder of the Restricted Stock. The Company shall advise all Holders of the Restricted Stock requested to be included in any registration pursuant to this paragraph 4(b) of a withdrawal of the registration statement or the imposition of any such Holder has requested inclusion. Any exclusion restrictions by the managing underwriter, and the number of Registrable Securities shares that may be included in the registration and underwriting shall be made pro allocated first to all securities proposed by the Company to be sold for its own account, and second among such Holders and the holders of all of other securities of the Company requested to be included in such registration pro-rata among all such Holders who have requested that Registrable Securities be included, and such other holders in proportion to the respective number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled shares held by right to inclusion of securities in such Registration Statement; Holders and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with holders at the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) time of the Registrable Securities may waive filing of the obligations of Company under this Section 1(b)registration statement.

Piggy Back Registration. If Subject to the terms and conditions of this Warrant, the Company shall notify the holder of Registrable Securities (as defined below) in writing at least ten (10) days prior to the filing of any time commencing on registration statement under the date Securities Act for purposes of issuance a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding any registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act ) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such holder. Each holder of Registrable Securities desiring to include in any such registration statement, all of part of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective held by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and ifit shall, within ten (10) days after receipt of such noticethe above-described notice from the Company, any Holder shall so request notify the Company in writing, Company . Such notice shall include in such Registration Statement all or any part state the intended method of disposition of the Registrable Securities held by such holder. In the event the Company determines in its sole discretion, that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose market factors require a limitation on of the number of securities to be included in such registration statement (including the Registrable Securities which Securities), then the Company shall so advise the Warrant Holder and the number of shares that may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration statement shall be obligated allocated among holders of warrants on a pro rata basis (including the Registrable Securities). If a holder decides not to include in such Registration Statement only such limited portion all of the its Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that registration statement thereafter filed by the Company shall not exclude or any Registrable Securities unless were excluded by the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect pursuant to the immediately preceding provisosentence, any exclusion of Registrable Securities such holder shall be made pro rata with holders of other securities having nevertheless continue to have the right to include such securities any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Registration StatementCompany with respect to offerings of its securities, based on all upon the number terms and conditions set forth herein. “Registrable Securities” means the Shares of securities for which registration is requested except Common Stock issuable to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior Warrant Holder pursuant to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)Warrant.

Piggy Back Registration. (a) If at any time commencing on after the date of issuance of the hereof and as long as Registrable Securities (remain outstanding, the “Issue Date”) and ending on Company shall file with the date that Commission a registration statement covering of the Registrable Company under the Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to its equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(a “Registration”), the Company shall send to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the giving of such notice, any Holder anyHolder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any underwritten public offering Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusionas the underwriter(s) shall permit, if any. Any exclusion In the event only a limited portion of the Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be includedincluded in a registration statement, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities to be registered on such registration statement will be reduced pro rata based on the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion total number of Registrable Securities shall requested to be made pro rata included held by such Holders. If a Registration in connection with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration a Holder is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right entitled to registration of Registrable Securities under this Section 1(b2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. (b) Notwithstanding any other provision of this Agreement, this Section 2 shall not apply to, and a Holder’s right to participate in a Registration shall not be construed triggered by, the filing of a registration statement (i) covering shares of Common Stock issued pursuant to limit any a stock option, stock incentive or employee benefit plan, (ii) on Form S-4 (or successor form) under the Securities Act for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity, or (iii) in connection with a resale shelf registration required under Section 1(afiled in connection with an acquisition, reorganization, recapitalization, merger, consolidation or similar transaction involving the Company. (c) hereof. The Registration Statement shall contain (unless otherwise directed by Holders of at least sixty-six and two-thirds percent (66 2/3%) a majority of the then outstanding Registrable Securities) the “Plan of Distribution” with respect to the Holder’s Registrable Securities may waive in substantially the obligations of Company under this Section 1(b).form attached hereto as Annex A.

Piggy Back Registration. If (a) If, at any time commencing on prior to July 30, 2015, the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company Corporation shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account a resale offering by any of others its stockholders under the Securities Act of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Corporation’s stock option or other employee benefit plans, Company then the Corporation shall send deliver to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the date of the delivery of such notice, any such Holder shall so request in writing, Company the Corporation shall include in such Registration Statement registration statement all or any part of the such Registrable Securities that such Holder requests to be registered; provided, except that ifthe Corporation shall not be required to register any Registrable Securities pursuant to this Section that are (i) eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or (ii) the subject of a then effective registration statement. Such registration statement shall contain substantially the “Plan of Distribution” attached hereto as Annex 1 with respect to the Registrable Shares. Subject to the terms of this Schedule, in connection with any underwritten public offering the Corporation shall use its reasonable best efforts to cause the Registration Statement filed under this Section to be declared effective under the Securities Act as promptly as reasonably practical after the filing thereof and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the account Corporation to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Corporation pursuant to a written opinion letter to such effect, addressed and acceptable to the Corporation’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If the Commission informs the Corporation that all of Companythe Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the managing underwriter(sCorporation will promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission on another appropriate form. (c) thereof shall impose Notwithstanding any other provision of this Schedule, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities which may permitted to be included registered on a registration statement as a secondary offering (and notwithstanding that the Corporation used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to the Registration Statement becauseRegistrable Securities, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion the number of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in registered on the Registration Statement, based on Statement may be reduced by the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under Corporation it its sole discretion without prior consultation with any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)Holder.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).. Attachment B to Exchange Agreement

Piggy Back Registration. (a) If at any time commencing on prior to the date of issuance expiration of the Registrable Securities (Registration Period Dalexx xxxll determine to register with the “Issue Date”) and ending on the date that Commission a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any securities shares of Company, its Common Stock (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansplans or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), Company shall Dalexx xxxll send to the Holders written notice of such determination and ifand, if within ten (10) days after receipt of such notice, any Holder shall so request in writingwriting (the "Requesting Holders"), Company shall Dalexx xxxll include in such Registration Statement registration statement all or any part of the Registrable Securities that such Holder requests the Requesting Holders request to be registered, except that if, in connection with any underwritten public offering for the account of Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Registrable Securities which may be included in the Registration Statement registration statement because, in such underwriter(s)’ ' judgment, marketing or other factors (including the fact that any other Dalexx xxxreholder has included their shares in the registration statement (such shareholders are referred to as the "Other Shareholders")) dictate such limitation is necessary to effect an orderly facilitate public distribution, then Company Dalexx shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has the Requesting Holders have requested inclusioninclusion hereunder; provided, that no portion of the equity securities which Dalexx xx offering for its own account shall be excluded. Any exclusion of Registrable Securities shall be made pro rata among all the Requesting Holders who have requested that and the Other Holders seeking to include Registrable Securities be includedSecurities, in proportion to the number of Registrable Securities specified sought to be included by such Requesting Holders and the Other Holders. If an offering in their respective requests; providedconnection with which Holders are entitled to registration under this Section 2.1 is an underwritten offering, however, that Company then each Requesting Holder shall not exclude any offer and sell such Registrable Securities unless Company has first excluded all outstanding securities in the holders underwritten offering using the same underwriter or underwriters and on the same terms and conditions as other shares of which are not entitled by right to inclusion of securities Common Stock included in such Registration Statement; and provided furtherunderwritten offering. 4 (b) Notwithstanding the foregoing, howeverDalexx xxxll not be obligated to effect, that, after giving effect or to the immediately preceding provisotake any action to effect, any exclusion such registration pursuant to this Section 2.1 in any jurisdiction in which Dalexx xxxld be required to execute a general consent to service of process in effecting such registration, qualification or compliance, or in which the cost of the foregoing is unreasonable in light of the number of Registrable Securities requested to be sold in such jurisdiction, unless Dalexx xx already subject to service in such jurisdiction and except as may be required by the 1933 Act or applicable rules or regulations thereunder; or All Requesting Holders shall be made pro rata (together with holders of other Dalexx xxx the Other Shareholders distributing their securities having the right to include through such securities underwriting) enter into an underwriting agreement in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company customary form with the holder of such other securities prior to underwriter or underwriters selected for underwriting by Dalexx xx the Issue Date in which Other Shareholders as the case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)be.

Piggy Back Registration. If at any time commencing on The Holders of this Registration Rights Agreement shall have the date of issuance right to include all of the Registrable Securities shares of Common Stock underlying this Warrant (the “Issue Date”"Registrable Securities") and ending on the date that a as part of any registration statement covering the Registrable Securities has been declared effective of securities filed by the SEC Commission, Company shall determine to prepare and file (other than in connection with the SEC a Registration Statement relating to an offering for its own account or the account of others transaction contemplated by Rule 145(a) promulgated under the Act of any securities of Company, other than on or pursuant to Form S-4 or Form S-8 or their then equivalents relating to equity securities to S-8) and must be issued solely notified in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice writing of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsfiling; provided, however, that the holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Agreement if the shares of Common Stock underlying this Warrant may be sold in the United States pursuant to the provisions of Rule 144. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Agreement prior to the effectiveness of such registration whether or not exclude any Registrable Securities unless Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company has first excluded all outstanding securities in complying with this Agreement shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)Warrants.

Piggy Back Registration. (a) If at the Company shall determine to register under the Securities Act any time commencing of its Common Stock (other than a registration relating solely to the sale of securities pursuant to a merger or acquisition transaction or to participants in a Company employee benefit plan, a registration on any form which does not include substantially the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that same information as would be required to be included in a registration statement covering the sale of the Registrable Securities has been declared effective by Shares, a registration in which the SEC Commissiononly Common Stock being registered is common stock issuable upon conversion of debt securities which are also being registered or a registration relating to the Company's initial Public Offering), the Company shall determine to prepare and file with (i) promptly give the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders Holder written notice of such determination registration in accordance with Section 3.5; and if, within ten (10ii) days after receipt of such notice, any Holder shall so request in writing, Company shall use its commercially reasonable best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities Shares that such the Holder requests to be registeredregistered as specified in a written request made by the Holder and received by the Company within 10 days after the written notice from the Company described in clause (i) above is mailed by the Company. (b) Notwithstanding any other provision of this Section 1.2, except if the underwriter determines that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose marketing factors require a limitation on the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities which Shares to be included in the registration and underwriting, or may exclude Registrable Shares entirely from such registration and underwriting subject to the terms of this Section 1.2. In such event, the Company shall so advise the Holder of securities requesting registration, and the number of shares of such securities, including Registrable Shares, that may be included in the Registration Statement becauseregistration and underwriting shall be allocated in the following manner: first, all shares requested to be included in such underwriter(s)’ judgmentregistration by other stockholders pursuant to demand registration rights granted to such persons or by the Company pursuant to a registration initiated by the Company, such limitation is necessary and second, all shares requested to effect an orderly public distributionbe included by the Holder and other stockholders having piggyback registration rights, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities shares that each such person is entitled to request registration. For purposes of the preceding apportionment, for which registration any selling stockholder who is requested except a holder of Registrable Shares and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to the extent such be a single "selling stockholder," and any pro rata exclusion of reduction with respect to such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities "selling stockholder" shall be excluded, if at all, based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in accordance with the terms of such agreement. No right to registration of Registrable Securities under "selling stockholder," as defined in this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)sentence.

Piggy Back Registration. If at any time commencing on after the date of issuance one (1) year anniversary of the Registrable Securities (First Tranche Closing Date, the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement registration statement under the Securities Act of any of its Common Stock relating to an offering for its own account or the account of others under the Act of any securities of Companyothers, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities Common Stock to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s equity incentive or other employee benefit plans, then the Company shall send give prompt written notice to the Holders Purchaser of its intention to do so and of the Purchaser’s right to have the Company register the Purchaser’s shares of Common Stock pursuant to this subsection 11(b), including for this purpose shares of Common Stock issuable upon conversion of the Preferred Stock and, to the extent other registration rights are not provided by the terms of any financing in which the Convertible Note is converted, the Convertible Note, to the extent permitted under the applicable rules and regulations, but not including any shares of the Preferred Stock. Upon the written notice request of such determination and if, the Purchaser made within ten (10) days after the receipt of any such noticenotice (which request shall specify the number of shares of Common Stock to be disposed of by the Purchaser (the “Registrable Shares”)), any Holder shall so request in writing, the Company shall include in such Registration Statement all or any part will use its best efforts to effect the registration under the Securities Act of the Registrable Securities Shares to the extent required to permit the disposition of the Registrable Shares; provided that such Holder requests to be registered, except that (i) if, at any time after giving written notice of its intention to register any Common Stock and prior to the effective date of the registration statement filed in connection with any underwritten public offering for the account of Companysuch registration, the managing underwriter(sCompany shall determine for any reason not to proceed with the proposed registration of the Common Stock to be sold by it, the Company may, at its election, give written notice of such determination to the Purchaser and, thereupon, shall be relieved of its obligation to register the Registrable Shares in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) thereof shall impose a limitation if such registration involves an underwritten or agented offering, the Purchaser must sell the Registrable Shares to the underwriters selected by the Company on the number of Registrable Securities which may be included in same terms and conditions as apply to the Registration Statement becauseCompany and any other selling shareholders, in with such underwriter(s)’ judgmentdifferences, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities including any with respect to which such Holder has requested inclusionindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Any exclusion Notwithstanding the foregoing, the Purchaser’s rights pursuant to this subsection 11(b) will terminate upon the later of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to (i) five (5) years from the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue last Closing Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(bAgreement and (ii) shall the date that all Shares held by the Purchaser are able to be construed to limit any registration required sold under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%Rule 144(k) of the Registrable Securities may waive the obligations of Company under this Section 1(b)Act.

Piggy Back Registration. If at any time commencing on following twenty-four (24) months after the date of issuance of the Registrable Securities (the “Issue Closing Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company AMCF shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities of Company, (other than for an underwritten offering or on Form S-4 or Form S-8 S-8, each as promulgated under the Securities Act, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansequivalents), Company AMCF shall send to the Holders WHEC a written notice of such determination and if, determination. If within ten (10) days after receipt of such notice, any Holder or within such shorter period of time as may be specified by AMCF in such written notice as may be necessary for AMCF to comply with its obligations with respect to the timing of the filing of such Registration Statement, WHEC shall so request in writing, Company (which request shall include in such Registration Statement all or any part of specify the Registrable Securities that such Holder requests AMCF Shares intended to be registered), except that if, in connection with any underwritten public offering for AMCF shall use reasonable best efforts to cause the account registration under the Securities Act of Company, all AMCF Shares which AMCF has been so requested to register by WHEC (the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s“Piggy-Back Registration”)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company if AMCF is advised in writing in good faith by the managing underwriter of AMCF’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than AMCF (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, AMCF may reduce the amount offered for the accounts of Selling Stockholders to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any persons not exclude having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities unless Company has first excluded all outstanding and securities the holders of held by any persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which are is not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)Agreement.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Notes (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).. Attachment C to Securities Purchase Agreement

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that Company determines to file a ----------------------- registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement Act relating to an offering a proposed sale to the public of shares of its securities (but excluding registrations relating solely to debt securities, employees' stock option or purchase plans or a transaction employing Securities and Exchange Commission Form S-4 or Form S-8 or successor forms thereto), either for its own account or the account of others a security holder or holders, the Company shall: (1) promptly give to each holder of Registrable Securities written notice thereof (which will include, to the extent known at the time, a list of the jurisdictions in which the Company intends to qualify such securities under the Act applicable blue sky or other state securities laws, the proposed offering price or price range, and the plan of distribution); (2) include in such registration (and any securities of Companyrelated qualification under blue sky laws or other compliance), other than on Form S-4 and in any underwriting involved therein, all the Registrable Securities specified in a written request or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansrequests, Company shall send to the Holders written notice of such determination and if, made within ten forty-five (1045) days after receipt such written notice from the Company, by holders of Registrable Securities; and (3) use its best efforts to cause the managing underwriter or underwriters of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of proposed Underwritten Offering to permit the Registrable Securities that such Holder requests requested to be registeredincluded in the registration statement for such offering to be included on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, except that if, in connection with any underwritten public offering for the account of Company, if the managing underwriter(s) thereof shall impose underwriter or underwriters of such offering deliver a written opinion to the Company and the holders of such Registrable Securities that marketing considerations require a limitation on the number of Registrable Securities which may be included in the shares of Common Stock offered pursuant to any Registration Statement because, in such underwriter(sfiled under this Section 3(f)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made imposed pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number holders of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to who requested inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)registration.

Piggy Back Registration. If at any time commencing on the date of issuance a. The holders of the Registrable Securities (Shares shall have piggy-back registration rights as provided for herein. Whenever the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine proposes to prepare and file with the SEC a Registration Statement relating it will, prior to an offering for such filing, give written notice to all Stockholders of its own account intention to do so and, upon the written request of a Stockholder or Stockholders given within 20 days after the account Company provides such notice (which request shall state the intended method of others disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such determination and ifStockholder or Stockholders. b. If, within ten (10) days after receipt by virtue of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of agreements with the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(sOther Holders request and are entitled to inclusion in such registration, the Company shall, on behalf of all Stockholders, offer to the Other Holders that such other securities be included in the underwriting and may condition such offer on the acceptance by such Other Holders of the further provisions of this Section 2. The Company shall (together with all Stockholders and Other Holders proposing to distribute their securities through such underwriting) thereof shall impose enter into an underwriting agreement with the representative of the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the representative of the underwriter or underwriters advises the Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Stockholders and Other Holders of securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities which and such other securities that may be included in the Registration Statement because, registration and underwriting shall be allocated among the Stockholders and the Other Holders in such underwriter(s)’ judgment, such limitation is necessary proportion as the respective number of shares each Stockholder and Other Holder requests to effect an orderly public distribution, then Company shall be obligated to include included in such Registration Statement only such limited portion registration bears to the total number of shares all Stockholders and Other Holders request be included. All Registrable Securities or any other securities excluded from the underwriting by reason of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company underwriter's marketing limitation shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities be included in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, registration. If any exclusion of Registrable Securities shall be made pro rata with holders Stockholder or Other Holder of other securities having the right entitled (upon request) to include be included in such securities in the Registration Statementregistration, based on the number disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of the underwriting, such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities person may waive the obligations of Company under this Section 1(b).elect

Piggy Back Registration. If (a) If, at any time commencing on the date of issuance of the after January 1, 2013 and as long as Registrable Securities (remain outstanding, the “Issue Date”) and ending on Company shall file with the date that Commission a registration statement covering of the Registrable Company under the Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to its equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(a “Registration”), the Company shall send to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the giving of such notice, any Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any underwritten public offering Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusionas the underwriter(s) shall permit, if any. Any exclusion In the event only a limited portion of the Registrable Securities shall be made pro rata among included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company, all securities proposed to be sold by the Company, and second, for the account of any Holders who have requested that Registrable Securities be includedor other stockholders of the Company participating in such registration, in proportion to the number of shares of Common Stock or other Registrable Securities specified requested to be included in their the Registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion amounts of securities that are requested to be included in such Registration Statement; by such Holders and provided furtherother stockholders. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting of any such limitation, however, that, after giving effect to and the immediately preceding proviso, any exclusion number of shares of Registrable Securities shall held by Holders that may be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on the number Registration. If any Holder disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of any such agreementunderwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No right Any securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. If a Registration in connection with which a Holder is entitled to registration of Registrable Securities under this Section 1(b2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. (b) Notwithstanding any other provision of this Agreement, this Section 2 shall not apply to, and a Holder’s right to participate in a Registration shall not be construed triggered by, the filing of (i) a registration statement on Form S-8 (or any successor form) relating solely to limit stock option, stock incentive, stock purchase or employee benefit plans, or (ii) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction or to an offering or sale of securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity, or (iii) a registration required under Section 1(astatement relating solely to a resale shelf registration filed in connection with an acquisition, reorganization, recapitalization, merger, consolidation or similar transaction involving the Company. (c) hereof. The Registration Statement shall contain (unless otherwise directed by Holders of at least sixty-six and two-thirds percent (66 2/3%) a majority of the then outstanding Registrable Securities) the “Plan of Distribution” with respect to the Holder’s Registrable Securities may waive in substantially the obligations of Company under this Section 1(b).form attached hereto as Annex A.

Piggy Back Registration. (a) If at any time commencing on or times after the date Company has had a registration statement with respect to an initial public offering of issuance shares of its Common Stock declared effective by the Securities and Exchange Commission (the "SEC"), the Company shall seek to register any shares of its Common Stock under the Securities Act, whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders of the Company (a "secondary offering"), or both, the Company will promptly, but in any event at least 30 days prior to the filing of the applicable registration statement, give written notice thereof to Holder holding Registrable Securities (as such term is hereinafter defined). If, prior to the filing of the applicable registration statement, Holder requests in a writing delivered to the Company the inclusion of some or all of the Registrable Securities (owned by it in such registration, the “Issue Date”) and ending on Company will use its best efforts to effect the date that a registration statement covering under the Securities Act of all Registrable Securities has been declared effective requested to be so included. (b) In the case of the registration of shares of capital stock by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for offering, if the account of Company, the managing underwriter(s) thereof shall impose determines that marketing factors require a limitation on the number of Registrable Securities to be offered, the Company shall not be required to register Registrable Securities of Holder in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company. If any limitation of the number of shares ("secondary shares") to be sold by selling shareholders, including Holder, is required, then the number of secondary shares that may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration statement shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata allocated among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).selling shareholders

Piggy Back Registration. If at any time commencing on Xxxxxxxx acknowledges that the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send parties to the Holders written notice Amended and Restated Securityholders Agreement have certain registration rights as set forth therein in the event of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any an underwritten public offering for of the account Company's capital stock. Accordingly, notwithstanding Section 2.A. of Companythe Registration Rights Agreement which is attached as Exhibit A to the Stockholders' Agreement, Xxxxxxxx and each Xxxxxxxx Transferee hereby acknowledges and agrees that in the event of an underwritten public offering in which the Company and holders of Company Stock elect to register a greater number of shares than allowed by the managing underwriter(s) thereof shall impose a limitation on underwriter, then the number of Registrable Securities which may shares that Xxxxxxxx and each Xxxxxxxx Transferee shall be included permitted to register in such transaction shall be determined in accordance with Section 5.2 of the Amended and Restated Securityholders Agreement, as if Xxxxxxxx were treated as a "Securityholder" under that Agreement. Thus, Xxxxxxxx and each Xxxxxxxx Transferee will have the following registration rights in the Registration Statement becauseevent of a public offering: If a registration pursuant to Section 5.1 of the Amended and Restated Securityholders Agreement involves an Underwritten Public Offering (as defined in the Amended and Restated Securityholders Agreement) and the managing underwriter advises the Company that, in such underwriter(s)’ judgmentits view, such limitation is necessary to effect an orderly public distribution, then the number of shares of Common Stock which the Company shall be obligated and any holder of Registrable Stock (as defined in the Amended and Restated Securityholders Agreement) intend to include in such Registration Statement only registration exceeds the largest number of securities which can be sold without having an adverse effect on such limited portion offering, including the price at which such securities can be sold (the "Maximum Offering Size"), the Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be sold by the Company as would not cause the offering to exceed the Maximum Offering Size; (ii) second, all Registrable Securities with respect Stock requested to which be included in such Holder has requested inclusion. Any exclusion registration by any holder thereof pursuant to Section 5.1 of Registrable Securities shall be made the Amended and Restated Securityholders Agreement (allocated if necessary for the offering not to exceed the Maximum Offering Size, pro rata among all Holders who have requested that Registrable Securities be included, in proportion to such holders on the basis of the relative number of shares of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right Stock so requested to inclusion of securities be included in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(bregistration).

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. (a) If at any time commencing on after the date of issuance of hereof and as long as Registrable Conversion Shares remain outstanding, the Registrable Securities (Company shall file with the “Issue Date”) and ending on the date that Commission a registration statement covering of the Registrable Company under the Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to its equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(a “Registration”), the Company shall send to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the giving of such notice, any each Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that Conversion Shares of such Holder requests to be registeredHolder, except that if, in connection with any underwritten public offering Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusionConversion Shares as the underwriter(s) shall permit, if any. Any exclusion In the event only a limited portion of the Registrable Securities Conversion Shares shall be made pro rata among all Holders who have requested that Registrable Securities be includedincluded in a registration statement, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right Conversion Shares to inclusion of securities in be registered on such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall registration statement will be made reduced pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the total number of securities for Registrable Conversion Shares requested to be included held by such Holders. If a Registration in connection with which a Holder is entitled to registration under this Section 3(a) is requested except an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Conversion Shares in an underwritten offering using the same underwriter(s) and, subject to the extent provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such pro rata exclusion underwritten offering. (b) Notwithstanding any other provision of this Agreement, this Section 3 shall not apply to, and a Holder’s right to participate in a Registration shall not be triggered by, the filing of a registration statement (i) covering shares of Common Stock issued pursuant to a stock option, stock incentive or employee benefit plan, (ii) on Form S-4 (or successor form) under the Securities Act for the purpose of offering such securities to another business entity or the shareholders of such other securities is prohibited under any written agreement entered into by Company entity in connection with the holder acquisition of assets or shares of capital stock, respectively, of such other securities prior to entity, (iii) in connection with a resale shelf registration filed in connection with an acquisition, reorganization, recapitalization, merger, consolidation or similar transaction involving the Issue Date in which case such other securities shall be excludedCompany, if at all, or (iv) in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)2, above.

Piggy Back Registration. If (a) If, at any time commencing on the date of issuance of the after February 1, 2014 and as long as Registrable Securities (remain outstanding, the “Issue Date”) and ending on Company shall file with the date that Commission a registration statement covering of the Registrable Company under the Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to its equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(a “Registration”), the Company shall send to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the giving of such notice, any Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any underwritten public offering Registration for the account account (b) of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusionas the underwriter(s) shall permit, if any. Any exclusion In the event only a limited portion of the Registrable Securities shall be made pro rata among included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company, all securities proposed to be sold by the Company, and second, for the account of any Holders who have requested that Registrable Securities be includedor other stockholders of the Company participating in such registration, in proportion to the number of shares of Common Stock or other Registrable Securities specified requested to be included in their the Registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion amounts of securities that are requested to be included in such Registration Statement; by such Holders and provided furtherother stockholders. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting of any such limitation, however, that, after giving effect to and the immediately preceding proviso, any exclusion number of shares of Registrable Securities shall held by Holders that may be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on the number Registration. If any Holder disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of any such agreementunderwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No right Any securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. If a Registration in connection with which a Holder is entitled to registration of Registrable Securities under this Section 1(b2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. (c) Notwithstanding any other provision of this Agreement, this Section 2 shall not apply to, and a Holder’s right to participate in a Registration shall not be construed triggered by, the filing of (i) a registration statement on Form S-8 (or any successor form) relating solely to limit stock option, stock incentive, stock purchase or employee benefit plans, or (ii) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction or to an offering or sale of securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity, or (iii) a registration required under Section 1(astatement relating solely to a resale shelf registration filed in connection with an acquisition, reorganization, recapitalization, merger, consolidation or similar transaction involving the Company, or (iv) hereof. a registration statement relating solely to an offering or sale of securities having an aggregate public offering price of less than $5,000,000. (d) The Registration Statement shall contain (unless otherwise directed by Holders of at least sixty-six and two-thirds percent (66 2/3%) a majority of the then outstanding Registrable Securities) the “Plan of Distribution” with respect to the Holder’s Registrable Securities may waive in substantially the obligations of Company under this Section 1(b).form attached hereto as Annex A.

Piggy Back Registration. If If. at any time commencing on the date of issuance of the Registrable Securities Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. If at any time commencing on When the date of issuance of Company registers the Registrable Securities held by the Exchanging Holders under the Securities Act for sale to the public, the Company hereby agrees to register the shares of Common Stock and Special Stock held by Southwest Royalties Holdings, Inc. (the “Issue DateSRH Registrable Securities”) and ending on the date that a registration statement covering same terms and conditions as the securities otherwise being sold pursuant to such registration, and the Company will use its best efforts to cause the SRH Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement becausesecurities to be covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, in such underwriter(s)’ judgment, such limitation is necessary all to effect an orderly public distribution, then Company shall be obligated the extent requisite to include in such Registration Statement only such limited portion permit the sale or other disposition by SRH of the SRH Registrable Securities with respect so registered, subject to which any other restrictions relating to such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsSRH Registered Securities; provided, however, that the Company shall not exclude may at any time prior to the effectiveness of any such registration statement, in its sole discretion and without the consent of SRH, abandon the proposed registration of the SRH Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in its entirety. If such Registration Statement; and provided furtherregistration is an underwritten registration, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which SRH Registrable Securities to be included in such a registration is requested except may be reduced or eliminated if and to the extent the managing underwriter concludes that such pro rata exclusion inclusion would jeopardize the successful marketing of such other the securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior proposed to be offered and sold thereunder. Notwithstanding anything to the Issue Date contrary contained in this Section 8(b), in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a registration statement covering Registrable Securities of the Exchanging Holders or Common Stock of the Company and SRH does not elect to sell its SRH Registrable Securities to the underwriters of the Company’s securities in connection with such offering, SRH 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 case such other securities shall be excluded, if at all, specified in accordance with writing by the terms underwriters and shall not exceed 90 days following the date of such agreement. No right to registration of Registrable effectiveness under the Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) Act of the Registrable Securities may waive the obligations of Company under this Section 1(b)registration statement relating thereto.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company Purchaser shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities of Company, (other than (i) the amendment of a Registration Statement previously filed or the filing of a Registration Statement that was previously filed and withdrawn or (ii) on Form S-4 or Form S-8 X-0, Xxxx X-0 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company Purchaser shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registeredPurchase Price Shares, except that if, in connection with any underwritten public offering for the account of Company, the Purchaser the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of common stock which may be included in the Registration Statement because, in such underwriter(s)’ ' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then Company the Purchaser shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities Purchase Price Shares as the underwriter shall permit. If an offering in connection with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not Seller is entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) 6.18 is an underwritten offering, then the Purchase Price Shares shall be construed to limit any registration required under Section 1(a) hereof. Holders offered and sold in an underwritten offering using the same underwriter or underwriters and on the same terms and conditions as other shares of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)common stock included in such underwritten offering.

Piggy Back Registration. If at any time commencing on prior to the earlier of (i) the date of issuance on which all of the Registrable Securities have been sold and (the “Issue Date”ii) and ending on the date that a registration statement covering on which the Registrable Securities has been declared effective may be immediately sold to the public without registration or restriction (including, without limitation, as to volume by each holder thereof) under the SEC Commission1933 Act, the Company shall determine to prepare and file with the SEC Commission a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities of Company, (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), the Company shall send to the Holders each Investor who is entitled to registration rights under this Section 5.2 written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the effective date of such notice, any Holder such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the Company the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder Investor has requested inclusioninclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that the Investors seeking to include Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestssought to be included by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration StatementStatement or are not entitled to pro rata inclusion with the Registrable Securities; and provided provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number Statement other than holders of securities for entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which registration an Investor is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right entitled to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the 5.2 is an underwritten offering, then each Investor whose Registrable Securities may waive are included in such Registration Statement shall, unless otherwise agreed by the obligations Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of Company under this Section 1(b)Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.”

Piggy Back Registration. If at any time commencing on or after the ----------------------- date of issuance which is 180 days following the closing of the Registrable Securities (Company's Initial Public Offering, the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by the Company for its own account or for the account of others under the Act any of its respective security holders of any securities class of Company, security of the same class as the Registrable Securities (other than a registration statement on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to any substitute form that may be issued solely adopted by the SEC), a registration statement filed in connection with any acquisition an exchange offer or offering of any entity or business or equity securities issuable in connection with employee benefit planssolely to the Company's existing security holders), then the Company shall send to the Holders give written notice of such determination proposed filing to the Holders as soon as practicable, and if, such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within ten (10) 10 days after of receipt of such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Company shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.3(b), any Holder shall so have the right to withdraw its request in writing, Company shall include in such Registration Statement all or any part for inclusion of the its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within 20 days of its request for inclusion, provided that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in including such underwriter(s)’ judgment, such limitation shares (a "Piggy-Back Registration Statement") is necessary to effect an orderly public distribution, then not yet effective. The Company shall be obligated to include in such may withdraw a Piggy-Back Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude at any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities time prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)time it becomes effective.

Piggy Back Registration. If at any time commencing on the date Company shall determine to register under the Securities Act (including pursuant to a demand of issuance any stockholder of the Registrable Securities Company exercising registration rights other than pursuant to Section 6.3 hereof) any of its Common Stock (other than a registration relating solely to the “Issue Date”) and ending sale of securities to participants in a Company employee benefits plan, a registration on any form which does not include substantially the date that same information as would be required to be included in a registration statement covering the sale of Registrable Securities has been declared effective by Shares or a registration in which the SEC Commissiononly Common Stock being registered is common stock issuable upon conversion of debt securities which are also being registered), Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company it shall send to the Holders each Investor written notice of such determination and ifand, if within ten fifteen (1015) days after receipt of such notice, any Holder such Investor shall so request in writing, the Company shall use its commercially reasonable best efforts to include in such Registration Statement registration statement all or any part of the Registrable Securities Shares that such Holder Investor requests to be registered, except that if, in connection with any . If such registration involves an underwritten public offering for and the account total amount of securities, including Registrable Shares, requested by stockholders to be included in such offering exceeds the amount of securities that the managing underwriter determines in its sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Shares, which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned in the following order of priority (A) first, to the Company, (B) second, among the managing underwriter(sInvestors, and (C) thereof shall impose a limitation on third, to the number of Registrable Securities which extent additional securities may be included in therein, pro rata among the Registration Statement becauseother selling stockholders according to the total amount of securities owned by each such stockholder). For purposes of the preceding parenthetical concerning apportionment, in for any selling stockholder which is a holder of Registrable Shares and which is a partnership or corporation, the partners, retired partners and stockholders of such underwriter(s)’ judgmentholder, or the estates and family members of any such limitation is necessary to effect an orderly public distribution, then Company partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be obligated deemed to include in such Registration Statement only such limited portion of the Registrable Securities be a single "selling stockholder", and any pro-rata reduction with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities "selling stockholder" shall be made pro rata among based upon the aggregate amount of shares carrying registration rights owned by all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities entities and individuals included in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, "selling stockholder," as defined in this sentence. If any exclusion Investor disapproves of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementunderwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right to registration of Registrable Securities under this Section 1(b) 6.2 shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)6.3.

Piggy Back Registration. If at any time commencing on prior to the date of issuance expiration of the Registrable Securities Registration Period (as hereinafter defined) the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities of Company, (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to the Holders Investor written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the effective date of such notice, any Holder the Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder the Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the Company the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ ' judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder the Investor has requested inclusioninclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that The Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities securities, the holders of which are not entitled by right to inclusion of such securities in such Registration Statement; and provided further, however, that, after giving effect Statement or are not entitled to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company inclusion with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreementRegistrable Securities. No right to registration of Registrable Securities under this Section 1(b2(c) shall be construed to limit any registration required under Section 1(a2(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of If an offering in connection with which the Registrable Securities may waive the obligations of Company Investor is entitled to registration under this Section 1(b)2(c) is an underwritten offering, then the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by the Company for its own account account, or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public an offering for the account of Companyany stockholder of the Company or any group of such stockholders (other than a registration statement on Form S-4 or S-8 or any successor forms or any other forms not available for registering capital stock for sale to the public), then the Company shall give written notice of such proposed filing to each holder of Registrable Securities at least 30 days before the anticipated filing date, and such notice shall describe in detail the proposed registration and distribution (including whether the offering will be underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer such holders the opportunity to register the number of Registrable Securities as each such holder may request. The Company shall use its best efforts, within 10 days of the notice provided for in the preceding sentence, to cause the managing underwriter(sunderwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") thereof shall impose to permit the holders of Registrable Securities who have requested to participate in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein, including execution of an underwriting agreement in customary form. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the holders of Registrable Securities that marketing considerations require a limitation on the number of Registrable Securities which may securities to be included in sold, the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement registration only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified which, in their respective requests; providedthe good faith opinion of the Company Underwriter, howevercan be sold, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding selected in the following order: (i) first, the securities the holders of which are not entitled by right to inclusion of securities be included in such Registration Statement; and provided furtherregistration statement by the Company; (ii) second, howeverthe securities requested to be included in such registration pursuant to any demand registration; (iii) third, thatRegistrable Securities, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statementrata, based on the number of securities for which registration is requested except to the extent such pro rata exclusion be included by each holder of such Registrable Securities; and (iv) fourth, other securities is prohibited under any written agreement entered into entitled to be included in such registration, pro rata, based on the number of securities requested to be included by Company with the each holder of such other securities securities. The Company shall bear all Registration Expenses in connection with any registration pursuant to this Section 6(c). The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6(c) prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms effectiveness of such agreement. No right to registration whether or not any holder of Registrable Securities under this Section 1(b) shall be construed has elected to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)include securities in such registration.

Piggy Back Registration. If Subject to Section 4 below, if at any time commencing on the date of issuance when there is not an effective Registration Statement covering all of the Registrable Securities (Securities, the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to the Holders each Holder of Registrable Securities written notice of such determination and ifand, if within ten seven (107) days Business Days after receipt of such notice, any such Holder shall so request in writingwriting (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities that such Holder requests to be registered, except that if, in connection with any . In the case of an underwritten public offering for the account of Companyoffering, if the managing underwriter(s) thereof shall impose a limitation or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities which may be of the Holders included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration statement shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro reduced pro-rata among all such Holders who have requested that Registrable Securities be included, in proportion to (based upon the number of Registrable Securities specified requested to be included in their respective requests; providedthe registration), however, that if the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities after consultation with the holders of which are not entitled by right to underwriter(s) recommends the inclusion of securities in such Registration Statement; and provided furtherfewer Registrable Securities, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(bor (y) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) none of the Registrable Securities may waive of the obligations Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities. Notwithstanding the foregoing, the Company shall have no further obligation to register the Registrable Securities from and after the date upon which such Registrable Securities are salable under this Section 1(b)Rule 144.

Piggy Back Registration. If the Company at any time commencing proposes to file a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (a “Piggy-back Registration Statement”), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of issuance receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine requested to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary initiated under this Section 3 prior to effect an orderly public distribution, then Company shall be obligated to include in the effectiveness of such Registration Statement only such limited portion of whether or not the Holders have elected to include Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. If at (but without any time commencing obligation to do so) the Issuer proposes to register (including for this purpose a registration effected by the Issuer for stockholders other than the holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in an Issuer stock plan or a corporate reorganization or other transaction covered by Rule 145 under the Securities Act, or any registration on any form which does not include substantially the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that same information as would be required to be included in a registration statement covering the sale of the Registrable Securities has been declared effective by Securities), the SEC CommissionIssuer shall, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Companyat such time, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders promptly give each holder written notice of such determination and if, registration. Upon the written request of each Holder given within ten twenty-five (1025) days after receipt mailing of such noticenotice in accordance with Section 3.3, any Holder shall so request in writingthe Issuer shall, Company shall include in such Registration Statement except as herein provided, cause to be registered under the Securities Act all or any part of the Registrable Securities that each such Holder requests has requested to be registered, except . In the Registrable Securities that if, each such Holder has requested to be registered in connection with any underwritten public offering for involving an underwriting of shares of the account of CompanyIssuer’s capital stock, the managing underwriter(s) thereof Issuer shall impose a limitation on not be required under Section 2.3 to include any of the number holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Issuer and the Underwriters selected by it (or by other persons entitled to select the underwriters pursuant to Section 2.3), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Issuer. If the total amount of securities, including Registrable Securities which may requested by stockholders to be included in such offering exceeds the Registration Statement because, amount of securities sold other than by the Issuer that the underwriters determine in such underwriter(s)’ judgment, such limitation their sole discretion is necessary to effect an orderly public distributioncompatible with the success of the offering, then Company the Issuer shall be obligated required to include in the offering only that number of such Registration Statement only such limited portion securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the Registrable Securities with respect offering (the securities so included to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made apportioned pro rata among all Holders who have requested that Registrable Securities be included, in proportion the selling stockholders according to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion total amount of securities entitled to be included therein owned by each selling stockholder or in such Registration Statement; and provided further, however, that, after giving effect other proportions as shall mutually be agreed to by such selling stockholders. The piggyback rights granted to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities Holders in the Registration Statement, based on the number of securities for which registration this Section 2.5 is requested except hereby expressly subordinated to the extent such pro rata exclusion piggyback rights granted under Article II of such other securities is prohibited that certain Amended and Restated Registration Rights Agreement, dated December 14, 1999 among the Company, Xxxxxxx US Discovery Fund III, L.P., Xxxxxxx US Discovery Offshore Fund III, L.P., China Development Industrial Bank, Inc., President (BVI) International Investment Holdings, Ltd., Chemical Company Malaysia (Berhad), Euroc II Venture Capital Corp., Euroc III Venture Capital Corp., Multiventure Technologies, Inc. and Tai-I Electric Wire and Cable Co., Ltd. and granted under any written agreement entered into by Article II of that certain Registration Rights Agreement, dated as of March 23, 2000 among the Company, Xxxxxxx US Discovery Fund III, L.P., Xxxxxxx US Discovery Offshore Partners, L.P., China Development Industrial Bank, Inc., President (BVI) International Investment Holdings, Ltd. and Chemical Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)Malaysia Berhad.

Piggy Back Registration. If (1) If, at any time commencing on during the date of issuance Effectiveness Period (as defined below), there is not an effective Registration Statement covering all of the Registrable Securities (and the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities of Company, (other than (i) a Shelf Registration Statement which will be subject to Section 2(b), provided that any Underwritten Takedown will be subject to this Section 2(d)(1) or (ii) a registration statement on Form S-4 F-4 or Form S-8 F-8 or their then equivalents any successor or similar forms, relating to equity securities to be issued solely Ordinary Shares issuable upon exercise of employee stock options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable in connection with employee benefit plansa direct or indirect acquisition by the Company of another Person), then the Company shall send deliver to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for registered (the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s“Piggy-Back Registration”)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that the Company shall not exclude be required to register any Registrable Securities unless pursuant to this Section 2(c)(1) that are eligible for resale pursuant to Rule 144 (without any volume restrictions or any current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder. (2) If such Piggy-Back Registration involves an underwritten public offering, all such Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected on the same terms and conditions as apply to the Company, and if, at any time after giving notice of its intention to register any Company has first excluded securities pursuant to this Section 2(d)(2) and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all outstanding securities such Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company shall pay all registration expenses in connection with each Piggyback Registration. (3) If a Piggyback Registration involves an underwritten public offering and the holders managing underwriter advises the Company that, in its view, the number of which are not entitled by right shares that the Company and the Holders intend to inclusion of securities include in such Registration Statement; and provided furtherregistration exceeds the Maximum Offering Size, howeverthe Company shall include in such registration, thatin the following priority, after giving effect up to the immediately preceding provisoMaximum Offering Size: (i) first, so much of the Company securities proposed to be registered for the account of the Company (or, if such registration is pursuant to a demand by a person that is not a shareholder, for the account of such other person) as would not cause the offering to exceed the Maximum Offering Size; (ii) second, all Registrable Securities requested to be included in such registration by any exclusion Holder pursuant to this Section 2(d) and any securities requested to be included in such registration by any other Persons with piggyback registration rights (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holder and such other Persons on the basis of the relative number of Registrable Securities shall be made pro rata with holders of other securities having held by each such Holder and the right to include such securities in the Registration Statement, based on the relative number of securities for which registration is requested except Ordinary Shares (or Ordinary Shares issuable to the extent such pro rata exclusion of such other Persons upon exercise or conversion of securities is prohibited under any written agreement entered into of the Company held by Company with the holder of each such other securities prior to the Issue Date Person), or in which case such other securities proportion as shall mutually be excluded, if at all, in accordance with the terms of agreed to by all such agreement. No right registering Holder and other Persons). (4) Registration pursuant to registration of Registrable Securities under this Section 1(b2(d) shall not be construed to limit any deemed a demand registration required under Section 1(aas described in Sections 2(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(bor 2(b).

Piggy Back Registration. If the Company at any time commencing proposes to file a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (an “Piggy-back Registration Statement”), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of issuance receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine requested to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary initiated under this Section 3 prior to effect an orderly public distribution, then Company shall be obligated to include in the effectiveness of such Registration Statement only such limited portion of whether or not the Holders have elected to include Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. (a) If the Company shall at any time commencing on propose to file a registration statement under the date Securities Act for an offering of issuance securities of the Company for resale by holders of the Company's securities other than Registrable Securities (the “Issue Date”) "Requesting Holders"), the Company shall provide prompt written notice of such proposal, in any event, not less than 15 days before the anticipated filing date, to all Stockholders of its intention to do so and ending on the date that a of such Stockholders' rights under this Section 3. The Company shall use its best efforts to include such number of Registrable Securities in such registration statement covering which the Registrable Securities Company has been declared so requested to register by any Requesting Holder (a "Piggy-back Registration"), which request shall be made to the Company within 15 days after such Stockholders receive notice from the Company of such proposed registration; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective by date of the SEC Commissionregistration statement filed in connection with such registration, the Company shall determine for any reason not to prepare and file with register such securities, the SEC a Registration Statement relating to an offering for Company may, at its own account or the account of others under the Act of any securities of Companyelection, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders give written notice of such determination and ifto each Stockholder and, within ten (10) days after receipt thereupon, shall be relieved of such notice, its obligation to register any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any such registration, and (ii) if such registration involves an underwritten public offering for the account of Companyoffering, the managing underwriter(s) thereof shall impose a limitation on the number all holders of Registrable Securities which may requesting to be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the registration must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Requesting Holders, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in secondary offerings. Any Stockholder requesting pursuant to this Section 3 to be included in a registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. (b) If a registration pursuant to this Section 3 involves an underwritten offering as to which such Holder any Stockholder has requested inclusion. Any exclusion a Piggy-back Registration and the managing underwriter reasonably and in good faith advises the Company in writing that, in its opinion, the number of Registrable Securities securities to be included in such registration exceeds the number which can be sold in such offering without an adverse effect on the price, timing or distribution of such offering, then (i) first, the number of securities which the Company's security holders other than the Requesting Holders requested to be included in such registration shall be made reduced as necessary pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the relative number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled requested by right each such holder to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on included until the number of securities for to be included in such registration no longer exceeds the number which can be sold in such offering, and (ii) second, the number of securities which the Requesting Holders requested to be included in such registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, reduced as applicable until the number of securities to be included in accordance with such registration no longer exceeds the terms of number which can be sold in such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)offering.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities New Unsecured Notes and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities New Unsecured Notes and the Common Shares may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the Galera proposes to file a “Issue Date”) and ending on the date that a shelf registration statement” or similar registration statement covering the Registrable Securities has been declared effective by the SEC Commissionresale of shares of Common Stock for an offering to be made on a continuous basis pursuant to Rule 415 (including, Company shall determine to prepare and file with the SEC for this purpose, a Registration Statement relating to an offering by Galera for its own account or the account of others under the Act of any securities of Company, stockholders other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansthe Holders), Company shall send to Galera shall, at such time, promptly give the Holders written notice of such determination and ifregistration. Upon the request of a Holder given within [***] after such notice is given by Galera, within ten (10) days after receipt Galera shall cause to be registered all of the Warrant Shares that such Holder has requested to be included in such Registration Statement, provided, that, in no event shall Galera cause to be registered any Warrant Shares if the inclusion of such notice, any Holder shall so request in writing, Company shall include Warrant Shares would reduce the number of securities being registered in such Registration Statement all or any part of pursuant to the Registrable Securities that such Investors’ Rights Agreement. In the event a Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated elects to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities Warrant Shares in such Registration Statement; , such Holder shall furnish to Galera such information regarding itself, the Warrant Shares and provided furtherothers securities of Galera held by it, however, that, after giving and the intended method of disposition of the Warrant Shares as is reasonably required to effect to the immediately preceding proviso, any exclusion registration of Registrable Securities such Holder’s Warrant Shares. Galera shall be made pro rata with holders of other securities having have the right to include terminate or withdraw any Registration Statement initiated by it under this Section 4.01 before the effective date of such securities in the Registration Statement, based on the number of securities whether or not any Holder has elected to include Warrant Shares in such Registration Statement, for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excludedreason, if or no reason at all. For the avoidance of doubt, in accordance the rights with the terms of such agreement. No right respect to registration of Registrable Securities under this Section 1(b) shall be construed granted hereunder are not intended to limit provide rights to any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) Holder in connection with an underwritten offering of the Registrable Securities may waive the obligations Common Stock of Company under this Section 1(b)Galera.

Piggy Back Registration. If (a) If, at any time commencing on after the date of issuance of the hereof and as long as Registrable Securities (remain outstanding, the “Issue Date”) and ending on Company shall file with the date that Commission a registration statement covering of the Registrable Company under the Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to its equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(a “Registration”), the Company shall send to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the giving of such notice, any Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any underwritten public offering Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusionas the underwriter(s) shall permit, if any. Any exclusion In the event only a limited portion of the Registrable Securities shall be made pro rata among included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company, all securities proposed to be sold by the Company, and second, for the account of any Holders who have requested that Registrable Securities be includedor other stockholders of the Company participating in such registration, in proportion to the number of shares of Common Stock or other Registrable Securities specified requested to be included in their the registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective requests; provided, however, amounts of securities that are requested to be included in such registration by such Holders and other stockholders. The Company shall not exclude so advise all Holders and the other holders distributing their securities through such underwriting of any Registrable Securities unless Company has first excluded all outstanding securities such limitation, and the holders number of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion shares of Registrable Securities shall held by Holders that may be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on the number registration. If any Holder disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of any such agreementunderwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No right Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If a Registration in connection with which a Holder is entitled to registration of Registrable Securities under this Section 1(b2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. (b) Notwithstanding any other provision of this Agreement, this Section 2 shall not apply to, and a Holder’s right to participate in a Registration shall not be construed triggered by, the filing of (i) a registration statement on Form S-8 (or any successor form) relating solely to limit stock option, stock incentive, stock purchase or employee benefit plans, or (ii) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction or to an offering or sale of securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity, or (iii) a registration required under Section 1(astatement relating solely to a resale shelf registration filed in connection with an acquisition, reorganization, recapitalization, merger, consolidation or similar transaction involving the Company. (c) hereof. The Registration Statement shall contain (unless otherwise directed by Holders of at least sixty-six and two-thirds percent (66 2/3%) a majority of the then outstanding Registrable Securities) the “Plan of Distribution” with respect to the Holder’s Registrable Securities may waive in substantially the obligations of Company under this Section 1(b).form attached hereto as Annex A.

Piggy Back Registration. (i) If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a when there is not already an effective registration statement covering the Registrable Securities has been declared effective by Securities, the SEC Commission, Company shall determine decide (but without any obligation to do so) to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account of any of its equity securities or the account of others under the Act other holders of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (or their then equivalents relating to equity securities to be issued solely in connection with any the acquisition of any an entity or business business, or equity securities issuable in connection with stock option or other employee benefit plansplans or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall send to the Holders each Holder written notice of such determination and ifdecision. If, within ten (10) fifteen days after receipt of such notice, any a Holder shall so does not request in writingwriting to the Company that some or all of such Holder’s Registrable Securities be removed from such registration statement, then the Company shall include in such Registration Statement thereafter use its reasonable best efforts to cause all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may are held by each Holder to be included in such registration on the Registration Statement because, same terms and conditions as the securities otherwise being sold in such underwriter(s)’ judgmentregistration, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion subject to the number of Registrable Securities specified in their respective requestsCompany’s right to exclude a Holder as set forth below; 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 for any reason not exclude to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each selling Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are in connection with such registration (but not entitled by right from its obligation to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, pay expenses in accordance with Section 5 hereof) and (ii) in the terms case of such agreement. No right a determination to registration of delay registering, shall be permitted to delay registering any Registrable Securities under being registered pursuant to this Section 1(b2(a) shall be construed for the same period as the delay in registering such other securities. (ii) In the case of an underwritten public offering, if the managing underwriter(s) should reasonably object to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) the inclusion of the Registrable Securities may waive in such registration statement, then if the obligations Company, after consultation with the managing underwriter(s), should reasonably determine that the inclusion of the Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Holder, then (A) if the Company under after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the registration), or (B) if the Company after consultation with the underwriter(s) recommends the inclusion of none of the Registrable Securities, none of the Registrable Securities of any Holder shall be included in such registration statement; provided, however, that if securities are being offered for the account of other Persons as well as the Company, any reduction in the offering of Registrable Securities by the managing underwriter(s) shall occur only after the securities being offered for the account of other Persons has been reduced to zero; and further provided, however, that in the event of a conflict of the foregoing provisions of this Section 1(b)paragraph with the contractual registration rights of other Persons in effect prior to the date hereof (the “Prior Registration Rights”) the Prior Registration Rights shall govern the outcome of such conflict.

Piggy Back Registration. If the Company at any time commencing proposes to file a registration statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (a "Piggy-back Registration Statement"), it will give written notice to all Holders at least 15 days before the initial filing with the SEC of such Piggy-back Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of issuance receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine requested to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with piggy-back registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary initiated under this Section 3 prior to effect an orderly public distribution, then Company shall be obligated to include in the effectiveness of such Registration Statement only such limited portion of whether or not the Holders have elected to include Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. If (a) If, at any time commencing on one year after the date of issuance of the applicable Closing Date and as long as Registrable Securities (remain outstanding, the “Issue Date”) and ending on Company shall file with the date that Commission a registration statement covering of the Registrable Company under the Securities has been declared effective by the SEC CommissionAct, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to its equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans(a “Registration”), the Company shall send to the Holders each Holder a written notice of such determination and ifand, if within ten fifteen (1015) days after receipt the giving of such notice, any Holder shall so request in writing, the Company shall include in such Registration Statement registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any underwritten public offering Registration for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities shares of Common Stock which may be included in the Registration Statement a registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then the Company shall be obligated to include in such Registration Statement registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusionas the underwriter(s) shall permit, if any. Any exclusion In the event only a limited portion of the Registrable Securities shall be made pro rata among included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company, all securities proposed to be sold by the Company, and second, for the account of any Holders who have requested that Registrable Securities be includedor other stockholders of the Company participating in such registration, in proportion to the number of shares of Common Stock or other Registrable Securities specified requested to be included in their the Registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion amounts of securities that are requested to be included in such Registration Statement; by such Holders and provided furtherother stockholders. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting of any such limitation, however, that, after giving effect to and the immediately preceding proviso, any exclusion number of shares of Registrable Securities shall held by Holders that may be made pro rata with holders of other securities having the right to include such securities included in the Registration Statement, based on the number Registration. If any Holder disapproves of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of any such agreementunderwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No right Any securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. If a Registration in connection with which a Holder is entitled to registration of Registrable Securities under this Section 1(b2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. (b) Notwithstanding any other provision of this Agreement, this Section 2 shall not apply to, and a Holder’s right to participate in a Registration shall not be construed triggered by, the filing of (i) a registration statement on Form S-8 (or any successor form) relating solely to limit stock option, stock incentive, stock purchase or employee benefit plans, or (ii) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction or to an offering or sale of securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity, or (iii) a registration required under Section 1(astatement relating solely to a resale shelf registration filed in connection with an acquisition, reorganization, recapitalization, merger, consolidation or similar transaction involving the Company, or (iv) hereof. a registration statement relating solely to an offering or sale of securities having an aggregate public offering price of less than $2,500,000. (c) The Registration Statement shall contain (unless otherwise directed by Holders of at least sixty-six and two-thirds percent (66 2/3%) a majority of the then outstanding Registrable Securities) the “Plan of Distribution” with respect to the Holder’s Registrable Securities may waive in substantially the obligations of Company under this Section 1(b).form attached hereto as Annex A.

Piggy Back Registration. If at any time commencing on (a) Subject to the date provisions of issuance of Section 2, if the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine proposes to prepare and file with the SEC a Registration Statement relating to an offering register any of its securities either for its own account or the account of others under a security holder or security holders (including for this purpose a demand registration effected by the Act Company for any security holder), on or prior to the one year anniversary of any securities this Agreement, it will, prior to such filing, give written notice to the New Shareholder of its intention to do so, and the Company, other than on Form S-4 subject to the provisions hereof, shall include all Registrable Shares in such Registration Statement; provided that the Company shall have the right to cancel, postpone or Form S-8 withdraw any such registration (before or their then equivalents relating after effectiveness) without obligation to equity securities to be issued solely in the New Shareholder. (b) In connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plansoffering involving an underwriting, the Company shall send not be required to include any Registrable Shares in such underwriting unless the Holders written notice New Shareholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such determination quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If, in the opinion of the managing underwriter, the registration of all of the Registrable Shares would materially and ifadversely affect such public offering, within ten then the Company shall be required to include in the underwriting only that number of Registrable Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. In the event the Company does not include all of the Registrable Shares in the Registration Statement, the Company will include securities in the following order of priority: (10i) days after receipt of such noticefirst, any Holder shall so request in writingsecurities the Company proposes to sell, (ii) second, any securities held by persons who have the right to demand that the Company shall include register their securities even if the Company does not propose to make a primary offering of its own securities, and (iii) third, other securities, including the Registrable Shares, requested to be included in such Registration Statement ("Requested Securities"). If any, but not all, of the Requested Securities are included in the Registration Statement, the number of Requested Securities (including all or any part of the Registrable Securities that such Holder requests Shares) to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, for each person requesting to include Requested Securities in such underwriter(s)’ judgmentregistration, shall be included on a pro rata basis based upon the relative number of Requested Securities each such limitation is necessary person has requested to effect an orderly public distributionbe included in such registration. For purposes of this Section 3, then the New Shareholder shall be deemed to have requested that all of its Registrable Shares be included in any such registration. (c) The Company shall be obligated to include comply with this Section 3 until the earlier to occur of the following: (i) all of the Registrable Shares have been registered in accordance with this Agreement; and (ii) all of the Registrable Shares cease to be Registrable Shares under this Agreement; provided that for purposes of this Section 3(c), the Registrable Shares shall not be deemed to have been registered unless the Registration Statement registering such Registrable Shares is declared effective by the Commission and such Registrable Shares covered by such Registration Statement only such limited portion are not subject to any stop order, injunction or other order or requirement of the Registrable Securities with respect to which Commission (other than any such Holder has requested inclusion. Any exclusion action prompted by any act or omission of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holder or holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(bShares).

Piggy Back Registration. If at any time commencing on the date of issuance when there is not an effective Registration Statement covering all of the Registrable Securities (Securities, the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Companyits equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to the Holders each Holder of Registrable Securities written notice of such determination and ifand, if within ten seven (107) days Business Days after receipt of such notice, any such Holder shall so request in writingwriting (which request shall specify the Registrable Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement registration statement all or any part of the such Registrable Securities that such Holder requests to be registered, except that if, in connection with any . In the case of an underwritten public offering for the account of Companyoffering, if the managing underwriter(s) thereof shall impose a limitation or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities which may be of the Holders included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration statement shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro reduced pro-rata among all such Holders who have requested that Registrable Securities be included, in proportion to (based upon the number of Registrable Securities specified requested to be included in their respective requests; providedthe registration), however, that if the Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities after consultation with the holders of which are not entitled by right to underwriter(s) recommends the inclusion of securities in such Registration Statement; and provided furtherfewer Registrable Securities, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(bor (y) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) none of the Registrable Securities may waive of the obligations Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities. Notwithstanding the foregoing, the Company shall have no further obligation to register the Registrable Securities from and after the date upon which such Registrable Securities are salable under this Section 1(b)Rule 144.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Securities and Exchange Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities Shares under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).. Attachment B to Securities Purchase Agreement

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that Company proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by the Company for its own account or for the account of others under the Act a Stockholder pursuant to Section 13.2 of any securities class of Company, security (other than a registration statement on Form S-4 or Form S-8 or their any successor forms thereto), then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, the Company shall send to the Holders give written notice of such determination proposed filing to each of the holders of Registrable Securities (other than any Stockholders), and ifsuch notice shall describe in detail the proposed registration and distribution and shall offer such holders (other than any Stockholders) the opportunity to register the number of Registrable Securities as each such holder may request. The Company shall, and shall use commercially reasonable efforts (within ten (10) days after receipt of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to, permit the holders of Registrable Securities who have requested in writing (within ten (10) days of the giving of the notice of the proposed filing by the Company) to participate in the registration for such noticeoffering (the "Requesting Holders") to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any offering under this Section 13.3 involving an underwriting, any Holder shall so request in writing, the Company shall not be required to include any Registrable Securities in such Registration Statement all underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If, in the opinion of the Company Underwriter, the registration of all, or any part part, of the Registrable Securities that such Holder requests which the Requesting Holders have requested to be registeredincluded would materially and adversely affect such public offering, except then the Company shall be required to include in the underwriting only that ifnumber of Registrable Securities, if any, which the Company Underwriter believes may be sold without causing such adverse effect, and the amount of securities to be offered in connection with any the underwriting shall be allocated first, to the Company based on the number of shares it desires to sell in the underwritten public offering for its own account; and thereafter pro rata among the account Stockholders based on the number of Company, shares otherwise proposed to be included therein by the managing underwriter(s) thereof shall impose a limitation on Stockholders. If the number of Registrable Securities which may to be included in the Registration Statement because, underwriting in such underwriter(s)’ judgment, such limitation accordance with the foregoing is necessary less than the total number of shares which the Requesting Holders of Registrable Securities have requested to effect an orderly public distributionbe included, then Company such Requesting Holders shall be obligated to include participate in such Registration Statement only such limited portion the underwriting pro rata based upon their total ownership of the Registrable Securities with respect and such other shares of Common Stock as are requested to be included by other holders of shares of Common Stock which have registration rights. If any Requesting Holder would thus be entitled to include more shares than such Holder has holder requested inclusion. Any exclusion to be registered, the excess shall be allocated among other Requesting Holders pro rata based upon their total ownership of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder shares of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration of Registrable Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b)Common Stock.

Piggy Back Registration. If at any time commencing When the Company registers the Registrable ------------------------ Securities held by the Exchanging Holders under the Securities Act for sale to the public, the Company hereby agrees to register the shares of Common Stock and Special Stock held by Southwest Royalties Holdings, Inc. ("SRH Registrable Securities") on the date of issuance of same terms and conditions as the securities otherwise being sold pursuant to such registration, and the Company will use its best efforts to cause the SRH Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement becausesecurities to be covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, in such underwriter(s)’ judgment, such limitation is necessary all to effect an orderly public distribution, then Company shall be obligated the extent requisite to include in such Registration Statement only such limited portion permit the sale or other disposition by SRH of the SRH Registrable Securities with respect so registered, subject to which any other restrictions relating to such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requestsSRH Registered Securities; provided, however, that the Company shall not exclude may at any time prior to the effectiveness of any such registration statement, in its sole discretion and without the consent of SRH, abandon the proposed registration of the SRH Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in its entirety. If such Registration Statement; and provided furtherregistration is an underwritten registration, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which SRH Registrable Securities to be included in such a registration is requested except may be reduced or eliminated if and to the extent the managing underwriter concludes that such pro rata exclusion inclusion would jeopardize the successful marketing of such other the securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior proposed to be offered and sold thereunder. Notwithstanding anything to the Issue Date contrary contained in this Section 8(b), in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a registration statement covering Registrable Securities of the Exchanging Holders or Common Stock of the Company and SRH does not elect to sell its SRH Registrable Securities to the underwriters of the Company's securities in connection with such offering, SRH 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 case such other securities shall be excluded, if at all, specified in accordance with writing by the terms underwriters and shall not exceed 90 days following the date of such agreement. No right to registration of Registrable effectiveness under the Securities under this Section 1(b) shall be construed to limit any registration required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) Act of the Registrable Securities may waive the obligations of Company under this Section 1(b)registration statement relating thereto.

Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that ReoStar proposes to file a registration statement covering under the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file Act with the SEC a Registration Statement relating respect to an offering by ReoStar for its own account itself or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Companyany other person or entity of any class of the equity securities of ReoStar, then ReoStar shall give ZaZa at least twenty (20) days' notice of such sale and offer ZaZa the opportunity to register a portion of its shares in ReoStar in connection with this offering (a "Piggy-Back Registration"). ReoStar shall use its reasonable efforts to cause the managing underwriter(s) thereof shall impose underwriter or underwriters of a limitation proposed offering to include in the registration the number or amount of shares requested to be included by ZaZa on the number same terms and conditions as any similar securities of Registrable Securities ReoStar are included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering deliver an opinion to ZaZa that the total amount of securities which may ZaZa and any other persons including the company intend to include in such offering is sufficiently large to materially and adversely affect the success of the offering, then the amount of registerable securities to be offered for ZaZa shall be reduced pro rata to the extent necessary, in the opinion of the managing underwriter, to reduce the total amount of securities to be included in the Registration Statement becauseoffering to the amount recommended by the managing underwriter. The managing underwriter shall have the final determination as to how many of the company's securities and those of other parties including ZaZa will be included in the offering, in provided only that no party other than the company will be preferred on a more substantial pro rata basis than ZaZa. All expenses of any such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company registration will be borne by ReoStar except that the fees and expenses of legal counsel for ZaZa shall be obligated for the account of ZaZa. ZaZa may not participate in any underwritten registration hereunder unless ZaZa (a) agrees to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based sell its shares on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with the holder of such other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. No right to registration and on the basis provided in any underwriting arrangements approved by ReoStar, and (b) completes and executes all questionnaires, powers of Registrable Securities under this Section 1(b) shall be construed to limit any registration attorney, indemnities, underwriting agreements and other documents reasonably required under Section 1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) the terms of the Registrable Securities may waive the obligations of Company under this Section 1(b)underwriting arrangement.