Common use of Piggy-Back Registrations Clause in Contracts

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) 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 employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, except as contemplated by Section 2(b) hereof, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a written notice of such determination and, if within 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 7(a) that are eligible for resale pursuant to Rule 144 (promulgated under the Securities Act without volume restrictions or limitation and without current public information requirements) or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such HolderStatement; and provided, further, that however, if the Company intends to file a registration statement in connection with there is not an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of effective Registration Statement covering all of the Registrable Securities requested during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be included sold on a primary basis, provided that the Company does not sell any such shares until there is an effective Registration Statement covering all of the Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(a) prior to the Holders participating effectiveness of such registration whether or not the Holder has elected to include securities in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4registration.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 1933 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that that, the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(d) that are not eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) 415 promulgated under the Securities Act or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and providedStatement. Notwithstanding anything to the contrary contained herein, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion amount of all of the Registrable Securities requested required to be included by in the Registration Statement as described in this Section 6(d) shall equal the lesser of (i) the amount of Registrable Securities that Holders participating in such Underwritten Offering (including request to have so registered pursuant to this Section 6.46(d) shall be limited due to market conditions, and (ii) the order maximum amount of priority of the securities to Registrable Securities which may be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on without exceeding the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Rule 415 Amount.

Piggy-Back Registrations. If, at any time during after the Effectiveness Perioddate of the Closing, there is not an effective Registration Statement covering all of the Registrable Securities and the 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, other than in connection with its listing on a national securities exchange, or on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) 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 employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 Note that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4Note) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 Note (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 Note and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.Note. [End of Exhibit B]

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a the Investor written notice of such determination and, if within 15 twenty (20) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company Company, to the extent permitted by law, shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder will be included in the Registration Statement; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights or whose registration rights existed prior to the date hereof. No right of the Investor to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 ten days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating each such Investor or other holder. If an offering in such Underwritten Offering (including pursuant connection with which an Investor is entitled to registration under this Section 6.4) shall be limited due to market conditions6.7 is an underwritten offering, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Optingunderwritten 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 and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-Out Holder”) may elect to waive its right to participate back registration has been provided in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”)6.7, until any Event Payments payable to an Investor whose Securities are included in such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder registration statement shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4terminate.

Piggy-Back Registrations. If, If at any time during subsequent to the Effectiveness Period, there is not an effective Registration Statement covering all date of the Registrable Securities and registration statement in respect of the Qualifying IPO but prior to the expiration of the Registration Period (as defined below) the Company shall determine (i) to prepare and file with the SEC a registration statement under the Securities Act relating (in whole or in part) to an offering of Common Shares for its own account or for the account of others under the 1933 Act of any other holder of its equity securities, securities (other than securities being registered on Form S-4 S-4, Form F-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement (other than “at the market” or “registered direct” offerings on behalf of the Company), the Company shall deliver send to each Holder a Investor written notice of such determination at least ten (10) days prior to the anticipated filing date of the registration statement and, if within 15 five (5) days after the date of the delivery receipt of such notice, any such Holder the Investor shall so request in writing, the Company shall use commercially reasonable efforts to include in such registration statement Registration Statement and/or include in such underwritten offering, as applicable, all or any part of such Investor’s Registrable Securities such Holder that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, in connection with any underwritten offering for the account of the Company, the managing underwriter(s) thereof shall advise the Company in writing, in good faith, a limitation on the number of Registrable Securities which may be included in such offering is desirable because, in such underwriter(s)’ judgment, marketing or other factors dictate the inclusion of such Registrable Securities would interfere with the public distribution, then the Company shall be obligated to include in such underwritten offering only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder as the underwriter(s) shall permit; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities to this Section 6.4 that be sold for the accounts of any holders of the Company’s equity securities which are eligible for resale pursuant not entitled by contract to Rule 144 (without volume restrictions inclusion of such securities in an underwritten offering or current public information requirements) or that are not entitled to pro rata inclusion with the subject of a then-effective Registration Statement that is available for resales or other dispositions by such HolderRegistrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to file a include such securities in such underwritten offering. No right to registration statement of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an Investor’s Registrable Securities are included in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due 2(b), then such Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in such underwritten offering using the same underwriter or underwriters and, subject to market conditionsthe provisions of this Agreement, on the order of priority of the securities to be same terms and conditions as other Common Shares included in such offering shall be: (iunderwritten offering. Notwithstanding the foregoing, if, prior to the effectiveness of the registration statement described in Section 2(b) firstabove, the primary securities Company determines for any reason not to be included in such Underwritten Offering; (ii) secondproceed with the offering, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written Company shall give notice delivered to the CompanyInvestors and shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement (but, any Holder (an “Opting-Out Holder”) may elect to waive for the avoidance of doubt, shall not relieve the Company of its right to participate in registration statements obligations pursuant to this Section 6.4 (“Registration Opt-Out”6), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, If at any time during after the Effectiveness Perioddate of this Agreement, there is not an effective Registration Statement covering all of the Registrable Securities and except as otherwise set forth herein, the Company shall determine decide 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement statement, all or any part of such Registrable Securities such Holder requests Holders request to be registered; provided, however, that that, the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 2 that are eligible for resale without volume restrictions pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under the Securities Act or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such HolderStatement; and provided, further, that however, (i) if the Company intends to file a registration statement in connection with is an offering to be made on a continuous basis pursuant to Rule 415 and is not on a Form S-3, and the Commission advises the Company that all of the Registerable Securities which such Holders have requested to be registered may not be included under Rule 415(a)(i), then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all the Holders to an amount to which is permitted by the Commission for resale under Rule 415(a)(i) and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the Registration Statement; provided, further, however, the Registerable Securities hereunder shall have first priority over shares being registered by any other third parties other than the Company; and (ii) if the registration so proposed by the Company involves an underwritten public offering (an “Underwritten Offering”)of the securities so being registered for the account of the Company, to be distributed by or through one or more underwriters of recognized standing, and the managing underwriter has advised of such underwritten offering shall advise the Company in good faith that writing that, in its opinion, the inclusion distribution of all or a specified portion of the Registrable Securities requested to be included by which the Holders participating in such Underwritten Offering (including pursuant have requested the Company to this Section 6.4) shall be limited due to market conditions, the order of priority of register and otherwise concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters (such opinion to be included in such offering shall be: (i) first, state the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”reasons therefor), until then the Company will promptly furnish each such time as Holder of Registrable Securities with a copy of such opinion, and by providing such written notice is rescinded to each such Holder, such Holder may be denied the registration of all or a specified portion of such Registrable Securities (in writing. During case of such time a denial as to a Registration Opt-Out is in effect: (x) portion of such Registrable Securities, such portion to be allocated pro rata among the Opting-Out Holder Holders); provided, however, shares to be registered by the Company for issuance by the Company shall not receive notices have first priority, each holder of Registrable Securities hereunder shall have second priority, and any proposed registration statements pursuant to this Section 6.4 and (y) other shares being registered on account of other third parties shall not be entitled to participate in any registration statements pursuant to this Section 6.4have third priority.

Piggy-Back Registrations. If, (a) If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver give prompt written notice to each Holder a of Registrable Securities of its intention to do so and of such Holder’s rights under this Section 6. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to such Holder of Registrable Securities and, if within 15 days after the date thereupon, shall be relieved of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests its obligation to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) if such registration involves an underwritten offering, such Holder of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements6(a) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with involves an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion any Holder of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities requesting to be included in such offering shall be: (i) firstregistration may elect, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered writing prior to the Companyeffective date of the registration statement filed in connection with such registration, any Holder (an “Opting-Out Holder”) may elect not to waive its right to participate register such securities in connection with such registration. The Company will pay all registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded expenses in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices connection with each registration of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Registrable Securities.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine (i) to prepare and file with the SEC a registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities, securities (other than securities being registered on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement, the Company shall deliver send to each Holder a written notice (which may include e-mail) of such determination and, if within 15 ten (10) days after the effective date of the delivery of such notice, any such the Holder shall so request in writing, the Company shall include in such registration statement Registration Statement and/or include in such underwritten offering, as applicable, all or any part of such Holder’s Registrable Securities such that the Holder requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, in connection with any underwritten 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 such offering because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such underwritten offering only such limited portion of the Registrable Securities with respect to which the Holder has requested inclusion hereunder as the underwriter(s) shall permit; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities to this Section 6.4 that be sold for the accounts of any holders of the Company’s equity securities which are eligible for resale pursuant not entitled by contract to Rule 144 (without volume restrictions inclusion of such securities in an underwritten offering or current public information requirements) or that are not entitled to pro rata inclusion with the subject of a then-effective Registration Statement that is available for resales or other dispositions by such HolderRegistrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to file include such securities in such underwritten offering other than holders of securities entitled to inclusion of their securities in such underwritten offering by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If a registration statement Holder’s Registrable Securities are included in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due 2(b), then such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in such underwritten offering using the same underwriter or underwriters and, subject to market conditionsthe provisions of this Agreement, on the order same terms and conditions as other shares of priority of the securities to be Common Stock included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver to each Holder Investor a written notice of such determination and, if within 15 fifteen calendar (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the SEC pursuant to the 1933 Act or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and Investor, provided, further, that however, if the registration so proposed by the Company intends to file a registration statement in connection with involves an underwritten public offering (an “Underwritten Offering”)of the securities so being registered for the account of the Company, to be distributed by or through one or more underwriters, and the managing underwriter has advised of such underwritten offering shall advise the Company in good faith that writing that, in its opinion, the inclusion distribution of all or a specified portion of the Registrable Securities requested to be included by which the Holders participating in such Underwritten Offering (including pursuant have requested the Company to this Section 6.4) shall be limited due to market conditions, the order of priority of register concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters (such opinion to be included in such offering shall be: (i) first, state the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”reasons therefor), until then the Company will promptly furnish each such time as Holder of Registrable Securities with a copy of such opinion, and by providing such written notice is rescinded to each such Holder, such Holder may be denied the registration of all or a specified portion of such Registrable Securities (in writing. During case of such time a denial as to a Registration Opt-Out is in effect: (x) portion of such Registrable Securities, such portion to be allocated pro rata among the Opting-Out Holder Holders); provided, however, shares to be registered by the Company for issuance by the Company shall not receive notices have first priority and each holder of any proposed registration statements pursuant to this Section 6.4 and (y) Registrable Securities hereunder shall not be entitled to participate in any registration statements pursuant to this Section 6.4have second priority.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or one universal shelf registration statement on Form S-3 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(e) that are 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 that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided. Notwithstanding the foregoing, further, that (i) if the Company intends to file a such registration statement in connection with involves an underwritten public offering, such Holder must sell such Registrable Securities that such Holder requests to be registered to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to such Holder entering into customary underwriting documentation for selling stockholders in an “Underwritten Offering”)underwritten public offering, and the managing underwriter has advised the Company in good faith that the inclusion (ii) if, at any time after giving written notice of all of the its intention to register any Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.46(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to such Holder and, thereupon, shall be limited due relieved of its obligation to market conditions, the order of priority of the securities to be included register any Registrable Securities in connection with such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4registration.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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) and the Company is not prohibited from including such Registrable Securities on such Registration Statement, then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights (except to the extent any existing agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities issued and outstanding at such time and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a written notice of such determination determination, which notice shall set forth the intended method of distribution of such securities, the class of such securities, the amount of securities proposed to be registered and the offering price thereof and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement the resale of all or any part of such Registrable Securities that are issued and outstanding as of such request, as such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights; provided, however, that that, the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 2 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements144(k) promulgated under the Securities Act or that are the subject of a then-then effective Registration Statement. If a Holder decides not to include all of its Registrable Securities in a Registration Statement that is available for resales or other dispositions filed by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”)this Section 2, and such Holder nevertheless continues to have the managing underwriter has advised the Company in good faith that the inclusion of all of the right to include any Registrable Securities requested to be not previously included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such on a Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) in any other securities that are requested to be included in such subsequent Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, or Registration Statements as may be filed by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) all upon the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4terms set forth herein.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, when there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a written notice of such determination and, if within 15 twenty (20) days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Holder requests to be registered, except that if, in connection with any Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution of securities covered thereby, then the Company shall be obligated to include in such registration statement only such limited amount of the Registrable Securities which in the opinion of such managing underwriter(s) can be sold. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective Registration Statement that is available for resales or other dispositions by securities in such Holderregistration statement; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, furtherhowever, that, by written notice delivered after giving effect to the Companyimmediately preceding proviso, any Holder (an “Opting-Out Holder”) may elect to waive its exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to participate include such securities in such registration statements pursuant statement. No right to registration of Registrable Securities under this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant be construed to this Section 6.4 and (y) shall not be entitled to participate in limit any registration statements pursuant to this Section 6.4otherwise required hereunder.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all ------------------------ expiration of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor who is entitled to registration rights under this section 2.3 written notice of such determination and, if within 15 twenty days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' good faith judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder; providedprovided that no portion of the equity securities that the Company is offering for its own account shall be excluded; and provided further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, however, in proportion to the number of Registrable Securities sought to be included by such Investors; provided that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant to this Section 6.4 unless the Company has first excluded all outstanding securities held by persons that are eligible for resale pursuant not entitled to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and providedprovided further that, furtherafter giving effect to the preceding proviso, that if 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 other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights or whose registration rights existed prior to the date hereof. No right to registration of Registrable Securities under this section 2.3 shall be construed to limit any registration required under section 2.1. The obligations of the Company intends to file under this section 2.3 may be waived by Investors holding a registration statement majority of the Registrable Securities. If an offering in connection with which an Investor is entitled to registration under this Section 2.3 is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate all provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, (a) If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver give prompt written notice to each all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Section 5. Upon the written request of any such Holder a made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, if within 15 days after the date thereupon, shall be relieved of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests its obligation to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements5(a) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with involves an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion any Holder of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities requesting to be included in such offering shall be: (i) firstregistration may elect, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered writing prior to the Companyeffective date of the registration statement filed in connection with such registration, any Holder (an “Opting-Out Holder”) may elect not to waive its right to participate register such securities in connection with such registration. The Company will pay all registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded expenses in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices connection with each registration of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Registrable Securities.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within 15 five (5) business days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; are not entitled to pro rata inclusion with the Registrable Securities in accordance with agreements predating the date hereof, and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 ten days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating each such Investor or other holder. If an offering in such Underwritten Offering (including pursuant connection with which an Investor is entitled to registration under this Section 6.4) shall be limited due to market conditions6.9 is an underwritten offering, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 Company and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4the underwriter or underwriters.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and Period the Company shall determine to prepare and file with the SEC Commission a registration statement Registration Statement relating to an offering of any of its equity securities for its own account or the account of others under the 1933 Act of any of its equity securitiesSecurities Act, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 20 days after the date of the delivery receipt 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 such Registrable Securities such Holder requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating each such Holder or such other holder. If an offering in such Underwritten Offering (including pursuant connection with which a Holder is entitled to registration under this Section 6.4) shall be limited due to market conditions2 is an underwritten offering, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that then each Holder whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Optingunderwritten 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 and shall enter into an underwriting agreement in a customary form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the Registration Statement for which piggy-Out Holder”) may elect to waive its right to participate back registration has been provided in registration statements pursuant to this Section 6.4 2, any Special Payments payable to a Holder whose Common Shares are included in such Registration Statement shall terminate and no longer be payable after such date (“Registration Opt-Out”it being understood that any unpaid Special Payments accrued prior to such date shall remain due and payable in accordance with Section 2(d) hereof), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx1933 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 employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within 15 calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective expiration of ------------------------ the Registration Statement covering all of the Registrable Securities and Period (as hereinafter defined) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a the Holders written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder the Holders shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities 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 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 facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holders has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Holder; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement. No right to registration statement of Registrable Securities under this Section 2.4 shall be construed to limit any registration required under Section 2.1 or 3.2 hereof. If an offering in connection with which a Holder is entitled to registration under this Section 2.4 is an underwritten public offering, then each Holder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering (an “Underwritten Offering”)using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and the managing underwriter has advised the Company conditions as other shares of Common Stock included in good faith such underwritten offering. So long as any other Registration Statement is effective and immediately available for use so that the inclusion of all of the Registrable Securities requested to may be included by sold in reliance thereon, the Holders participating in such Underwritten Offering (including pursuant to provisions of this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4apply.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering offering, either for its the Company’s own account or the account of others others, under the 1933 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver promptly send to each Holder a the Investor written notice of such determination and, if within 15 days ten (10) Business Days after the date of the delivery receipt of such notice, any such Holder the Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder the Shares the Investor requests to be registered, subject to (i) any limitations that may be imposed by the SEC regarding the number of Shares that may be included in the registration statement and (ii) customary underwriter or placement agent pro-rata cutbacks applicable to all Persons registering shares pursuant to such registration statement, if any, due to a reasonable objection from the underwriters or placement agents that the inclusion of such Shares would materially adversely affect the contemplated offering; provided, however, that if, after the Company shall not be required to provide notice application of any such limitations or otherwise register any Registrable Securities cutbacks (but excluding cutbacks made pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions SEC rules, regulations or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”policies), and the managing underwriter has advised the Company in good faith that the inclusion number of all of the Registrable Securities Shares requested to be included by registered on behalf of the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, Investor constitutes less than 25% of the order of priority aggregate amount of the securities to be included in registered on such offering shall be: registration statement, and if the Investor so requests, then the Company shall, within 180 days following the effective date of the registration statement to which cutback applied, prepare and file an additional registration statement (ithe “Investor Registration Statement”) firstcovering the resale by the Investor of all of the Shares then held by the Investor, subject to any limitations that may be imposed by the primary securities to SEC regarding the number of Shares that may be included in such Underwritten Offering; Investor Registration Statement, and use reasonable best efforts to have such Investor Registration Statement declared effective within such 180 day period and kept effective until the earlier of (i) such time as when all of the Shares are sold thereunder, or (ii) second, any securities that the Holders request end of the Reporting Period. If the Company becomes obligated to include in such prepare and file an Investor Registration Statement, on the Company and the Investor shall enter into a pro rata basis, based on customary registration rights agreement covering the number obligations of requested securities; the Company and (iii) any other securities that are requested to be included the Investor in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4connection therewith.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder Investor a written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered; provided, however, that that, the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 10(c) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under the Securities Act or that are the subject of a then-then effective Registration Statement that is available for resales Statement. Any notices, consents, waivers or other dispositions communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered pursuant to the notice provisions of the Securities Purchase Agreement or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such Holder; change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and providedan image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, further, that if the Company intends to file receipt by facsimile or receipt from a registration statement nationally recognized overnight delivery service in connection accordance with an underwritten public offering clause (an “Underwritten Offering”i), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and or (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisabove, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4respectively.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as defined in Section 3(a) below) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are officers, directors or other insiders of the Company or who are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or are not contractually entitled to pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other dispositions by such Holder; and providedsecurities, furtheras applicable, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested sought to be included by the Holders participating in each such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsInvestor or other holder, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any other securities that registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a Purchaser written notice of such determination andand if, if within 15 fifteen days after the date of the delivery receipt of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Purchaser requests to be registered.; providedprovided that, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised or underwriters of any such offering have informed the company, that it is their opinion that the total number of shares which the Company in good faith that the inclusion (such shares, "Primary Shares"), holders of all of the Registrable Securities requested to be included by the Holders shares and any other Person participating in such Underwritten Offering registration (such shares, "Other Shares") intend to include in such offering would interfere with the successful marketing (including pursuant to this Section 6.4pricing) shall be limited due to market conditionsof such offering, then the order number of priority of the securities Primary Shares, Registrable Shares and Other Shares proposed to be included in such offering registration shall bebe included in the following order: (i) first, the primary securities to be included in such Underwritten OfferingPrimary shares; and (ii) second, any securities that the Holders request to include in such Registration StatementRegistrable Shares and the Other Shares, on a pro rata basisamong holders of Registrable Shares and the holders of Other Shares that have requested that their Registrable Shares or Other Shares, based on the number of requested securities; and (iii) any other securities that are requested to as applicable, be included in such Registration Statement on a pro rata basis, registration based on upon the number of Registrable Shares or Other Shares, as applicable, that each such holder of Registrable Shares or Other Shares has requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4registered.

Piggy-Back Registrations. If, at any time during the Effectiveness PeriodPeriod (as defined below), there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver to each Holder Purchaser a written notice of such determination and, if within 15 fifteen (15) business days after the date of the delivery of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder that the Purchaser requests to be registeredregistered (a “Piggyback Registration”); provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the SEC pursuant to the Securities Act or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and Purchaser. If the managing underwriter has advised or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the Purchaser in good faith writing that, in its or their opinion, the number of securities that the inclusion of all Purchaser and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the Registrable Securities requested to be included by securities offered or the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsfor the securities offered, the order of priority of then the securities to be included in such offering Registration Statement shall be: be (i) first, one hundred percent (100%) of the primary securities that the Company proposes to be included in such Underwritten Offering; sell, and (ii) second, any and only if all the securities that referred to in clause (i) have been included, the Holders request number of Registrable Securities requested to include be sold by Purchaser that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included eligible for inclusion in such Registration Statement on a pro rata basis, based on Statement. The Company shall have the number of requested securities; and provided, further, that, right to terminate or withdraw any registration initiated by written notice delivered it under this Section 2(a)(ii) prior to the Company, any Holder (an “Opting-Out Holder”) may elect effectiveness of such registration whether or not the Purchaser has elected to waive its right to participate include securities in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4registration.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, when there is not an ------------------------ effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a holder of Registrable Securities written notice of such determination and, if within 15 twenty (20) days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not -------- ------- be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 7(d) that are eligible for resale sale pursuant to Rule 144 (without volume restrictions or current public information requirements144(k) or that are of the subject Commission. In connection with any offering by the Company involving an underwriting of shares of Common Stock to be issued for the account of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if stockholder of the Company intends other than a Holder, if such offering is one in which a Holder has elected to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), participate pursuant to this Section 6(e) and the managing underwriter has advised imposed a limitation on the number of shares of Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of the shares of Common Stock and to maintain a stable market for the securities of the Company, then the Company in good faith that may cut-back the inclusion number of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering registration statement on the following basis: if the registration statement is for the account of a selling stockholder other than a Holder, then all classes of the Company's stock other than the initiating securityholder for whom such registration is intended shall be: (i) firstfirst be cut-back, provided, that all classes of the Company's stock other than the Series A Convertible Preferred Stock and the Registrable Securities shall be cut back in full prior to any cut-back to the Series A Preferred and the Registrable Securities and, thereafter, the primary securities to holders of the Series A Convertible Preferred Stock and the Registrable Securities hereunder shall be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a cut-back pro rata basisrata, based on upon the number of requested securities; shares of Common Stock and (iii) the Registrable Securities then held by such participating securityholder. The Holders will not be subject to any other securities that are requested to be included underwriter cutback in such Registration Statement the event of any underwritten offering of Common Stock by the Company on a pro rata primary basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, six (6) month anniversary of the Closing there is not an effective Registration Statement covering all of the Registrable Securities issued and outstanding at such time and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a written notice of such determination determination, which notice shall set forth the intended method of distribution of such securities, the class of such securities, the amount of securities proposed to be registered and the offering price thereof and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement the resale of all or any part of such Registrable Securities that are issued and outstanding as of such request, as such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights; provided, however, that that, the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 7(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements144(k) promulgated under the Securities Act or that are the subject of a then-then effective Registration Statement. If a Holder decides not to include all of its Registrable Securities in a Registration Statement that is available for resales or other dispositions filed by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”)this Section 2, and such Holder nevertheless continues to have the managing underwriter has advised the Company in good faith that the inclusion of all of the right to include any Registrable Securities requested to be not previously included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such on a Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) in any other securities that are requested to be included in such subsequent Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, or Registration Statements as may be filed as may be filed by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) all upon the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4terms set forth herein.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Periodexpiration of the Registration Period (as defined in Section 3(a) below), there is not an effective and available for use by the Investors a Registration Statement covering all the resale of at least 120% of the Registrable Securities then issued or issuable upon full conversion of the Notes and exercise of the Warrants (without giving effect to any limitations on conversion or exercise contained therein) and the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such any Registrable Securities not then covered by an effective Registration Statement available for use by the Investors that such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or are not contractually entitled to pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other dispositions by such Holder; and providedsecurities, furtheras applicable, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested sought to be included by the Holders participating in each such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsInvestor or other holder, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any other securities that registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a holder of Registrable Securities written notice of such determination and, if within 15 twenty (20) days after the date of the delivery receipt of such notice, any such Holder holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Holder holder requests to be registered, except that if, in connection with any Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution of securities covered thereby, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities for to which such holder has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holders; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective Registration Statement that is available for resales or other dispositions by securities in such Holderregistration statement; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in such registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion statement. No right to registration of Registrable Securities under this Section shall be construed to limit any registration otherwise required hereunder. This Section 8(d) shall apply only at such times when all of the Registrable Securities requested to issued and outstanding cannot be included by the Holders participating in such Underwritten Offering (including sold pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such an effective Registration Statement on Form S-3 and for a pro rata basis, based on period not to exceed two years after the number date of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Agreement.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-equivalents 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 deliver send to each Holder Investor, provided that he, she or it is not then eligible to sell all of his, her or its Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 ten days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such his, her or its Registrable Securities that such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of the Common Stock which may be included in such registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate that such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter(s) shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if unless the Company intends has first excluded all outstanding securities, the holders of which are not contractually entitled to file a inclusion of such securities in such registration statement in connection or are not contractually entitled to pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such registration statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating each such Investor and each other holder. If an offering in such Underwritten Offering (including pursuant connection with which an Investor is entitled to registration under this Section 6.4) shall be limited due to market conditions6.6 is an underwritten offering, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell his, her or its Registrable Securities in an “Optingunderwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of the Common Stock included in such underwritten offering and shall enter into an underwriting agreement in form and substance reasonably satisfactory to the Company and the underwriter(s). Upon the effectiveness of the registration statement for which piggy-Out Holder”) may elect to waive its right to participate back registration has been provided in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”)6.6, until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder any Event Payments payable shall not receive notices of any proposed registration statements pursuant to this Section 6.4 terminate and (y) shall not no longer be entitled to participate in any registration statements pursuant to this Section 6.4payable.

Piggy-Back Registrations. If, at (i) At any time during and from time to time after the Effectiveness Perioddate of this Agreement, there is not an effective whenever the Issuer proposes to file a Registration Statement covering all of the Registrable Securities and the 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, (other than a Registration Statement on Form S-4 or Form S-8 or any successor forms or a Registration Statement that does not contemplate a distribution of the securities being registered on a firmly underwritten basis), the Issuer will, prior to such filing, (each as promulgated under the 0000 Xxxx) 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 employee benefit plans, then the Company shall deliver to each Holder a give written notice of such determination andproposed filing to MedTRX and the other Investors who are holders of Registrable Securities, as soon as practicable but in no event less than twenty (20) days before the anticipated filing date, which notice shall describe the intended method(s) of distribution, the name of the proposed managing underwriter or underwriters, if within 15 days after the date any, of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion type and estimated number of all of the Registrable Securities requested shares available to be included by way of piggyback registration, and (y) offer to the Holders participating holders of Registrable Securities in such Underwritten Offering notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (including pursuant 10) days following receipt of such notice (a “Piggy-Back Registration”). Subject to this (i) the applicable rules and regulations and interpretations of the SEC, including, without limitation, Rule 415 under the Securities Act, and (ii) Section 6.4) shall be limited due to market conditions2(b)(ii), the order of priority of the securities Issuer shall permit such Registrable Securities to be included in such offering registration on the same terms and conditions as any similar securities of the Issuer and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall be: complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements (i) firstwith the underwriter or underwriters selected for such underwriting by the Issuer), and other documents reasonably required under the primary securities terms of the applicable underwriting arrangements and shall take such other actions as are reasonably required in order to be expedite or facilitate the disposition of the Registrable Securities included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwriting.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, (i) that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(e) that are 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 that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; Holder and provided(ii) any such piggy-back registration rights shall be subject to, furtherif underwritten, customary underwriter cutbacks (at the underwriter’s discretion) provided in the event that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of some but not all of the unregistered Registrable Securities requested to may be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) secondincluded, any securities that the Holders request such cutbacks are applied ratably in proportion to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out each Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4’s unregistered Registrable Securities then held.

Piggy-Back Registrations. IfTo the extent permitted under the Company's existing registration rights agreements, if, at any time during and from time to time prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (a “Registration Trigger Date”), the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Purchaser written notice of such determination andfiling, if and if, within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Purchaser requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or are not contractually entitled to pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of required registration rights, in proportion to the number of Registrable Securities or other dispositions by such Holder; and providedsecurities, furtheras applicable, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested sought to be included by the Holders participating in each such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsPurchaser or other holder, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below fifty (50%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any other securities that registration required under Section 2(a) hereof. If an offering in connection with which a Purchaser is entitled to registration under this Section 2(c) is an underwritten offering, then each Purchaser whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writingunderwritten offering. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder The Purchasers shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4unlimited piggyback registrations during the Registration Period.

Piggy-Back Registrations. If, (a) If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 or director benefit plans), then the Company shall deliver send to each Holder a Lender written notice of such determination and, if within 15 twenty days (20) after the date of the delivery receipt of such notice, any such Holder holder shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares (the “Registrable Securities”) such Registrable Securities such Holder holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis (along with other holders of piggyback registration rights with respect to the Company); provided, however, that (A) the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 7.20 that are (I) eligible for resale under Rule 144 without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 144, or (without volume restrictions or current public information requirementsII) or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement and (B) 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 an underwritten public offering (an “Underwritten Offering”)such registration, and the managing underwriter has advised 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 good faith that the inclusion case of all a determination not to register, shall be relieved of the its obligation to register any Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due 7.20 in connection with such registration (but not from its obligation to market conditionspay expenses in accordance with Section 7.20 hereof), the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; and (ii) secondin the case of a determination to delay registering, shall be permitted to delay registering any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements Registrable Securities being registered pursuant to this Section 6.4 (“Registration Opt-Out”), until 7.20 for the same period as the delay in registering such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4other securities.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective expiration of ------------------------ the Registration Statement covering all of the Registrable Securities and Period (as hereinafter defined) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder Purchaser who has a right to have Registrable Securities covered by a Registration Statement pursuant to this Agreement written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Purchaser 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 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 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 Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Purchasers; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement. No right to registration statement of Registrable Securities under this Section 2.4 shall be construed to limit any registration required under Section 2.1 or 3.2 hereof. If an offering in connection with which a Purchaser is entitled to registration under this Section 2.4 is an underwritten public offering, then each Purchaser whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering (an “Underwritten Offering”)using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and the managing underwriter has advised the Company conditions as other shares of Common Stock included in good faith such underwritten offering. So long as a Registration Statement is effective and immediately available for use so that the inclusion of all of the Registrable Securities requested to may be included by the Holders participating sold in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsreliance thereon, the order provisions of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder section shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4apply.

Piggy-Back Registrations. IfUntil 180 days after the Final Closing Date, at any time during the Effectiveness Period, if there is not an effective Registration Statement registration statement covering all of the Registrable Securities and the Company shall determine determines 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 Securities Act of any of its equity securities, other than on Form but excluding Forms S-4 or Form S-8 (each as promulgated under the 0000 Xxx) 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 employee benefit plansand similar forms which do not permit such registration, then the Company shall deliver send to each Holder a Subscriber not then eligible to sell all of their Registrable Securities under rule 144(b)(1)(i) written notice of such determination and, if within 15 fifteen calendar days after the date of the delivery receipt of such notice, any such Holder holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Holder Subscriber requests to be registered, subject to any cutbacks in accordance with guidance provided by the Commission (including, but not limited to, Rule 415). Notwithstanding the foregoing, in the event that, in connection with any underwritten or registered direct public offering, the managing underwriter(s) or lead placement agent thereof, as the case may be, shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in such underwriter(s)’ or placement agent’s judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which a Subscriber has requested inclusion hereunder as the underwriter or placement agent shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if unless the Company intends has first excluded all securities outstanding prior to file a the date of this Agreement, the holders of which are not contractually entitled prior to the Initial Closing Date to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Subscribers seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such registration statement in connection with an underwritten public offering (an “Underwritten Offering”)proportion to the number of Registrable Securities or other securities, and the managing underwriter has advised as applicable, sought to be included by each such Subscriber or other holder. The obligations of the Company in good faith that the inclusion under this Section may be waived by any holder of all any of the Registrable Securities requested entitled to be included by the Holders participating in such Underwritten Offering (including pursuant to registration rights under this Section 6.4) shall be limited due to market conditions, the order of priority of the securities 6. The holders whose Registrable Securities are included or required to be included in such offering shall be: (i) firstregistration statement are granted the same rights, the primary benefits, liquidated or other damages and indemnification granted to other holders of securities to be included in such Underwritten Offering; (ii) second, registration statement. In no event shall the liability of any holder of Securities or permitted successor in connection with any Registrable Securities included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Subscriber upon the sale of the Registrable Securities sold pursuant to such registration or such lesser amount in proportion to all other holders of securities that the Holders request to include included in such registration statement. All expenses incurred by the Company in complying with Section 6, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Statement, on a pro rata basis, based on Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in connection with the registration statement under Section 6. Selling Expenses in connection with each registration statement under Section 6 shall be borne by the holder and will be apportioned among such holders in proportion to the number of requested securities; and (iii) any other shares included therein for a holder relative to all the securities that are requested to be included in such Registration Statement on a pro rata basistherein for all selling holders, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) or as all holders may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4agree.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements144(k) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if Statement. If the Company intends registration relates to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and in the good faith judgment of the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to registered under this Section 6.46(e) shall would adversely affect the marketing of the shares for which the registration statement was to be limited due to market conditionsfiled, the order number of priority of the securities Registrable Securities otherwise to be included in such the underwritten public offering shall be: (i) first, the primary securities to may be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a reduced pro rata basis, based on the (by number of requested securities; and (iii) any other securities that are shares requested to be included in registered) among the Holder and, subject to any registration rights existing as of the date of this Agreement, any other holders of Common Stock requesting registration. If the Registrable Securities are to be distributed through such Registration Statement on a pro rata basis, based on underwriting the number of requested securities; and provided, further, that, by written notice delivered to Holder shall (together with the Company, any Holder () enter into an “Opting-Out Holder”) may elect to waive its right to participate underwriting agreement in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) customary form with the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwriter or underwriters selected by the Company.

Piggy-Back Registrations. If, If at any time during following the Effectiveness Date with respect to a Registration Statement filed pursuant to Section 2(a) hereof and continuing through the applicable Effectiveness Period, except as contemplated by Section 2(b) hereof, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement (other than a post-effective amendment to an existing registration statement) relating to an offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder the Holders a written notice of such determination and, if within 15 10 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements6(f) or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such HolderStatement; and provided, further, provided further that if the Company intends shall only be required to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and register any Holder’s Registrable Securities pursuant to this Section 6(f) to the managing underwriter has advised the Company in good faith extent that the inclusion of all of the such Registrable Securities requested to be included by will not reduce the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order amount of priority of the securities to be included registered on such registration statement by any holders with registration rights provided in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in Existing Rights Agreement. A registration statements pursuant to under this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y6(f) shall not be entitled to participate in any constitute a registration statements pursuant to this for purposes of Section 6.42(a).

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 F-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder the Investor, if the Investor is not then eligible to sell all of its Registrable Securities under Rule 144 in a three (3) month period, written notice of such determination andand if, if within 15 ten (10) days after the date of the delivery receipt of such notice, any such Holder the Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder the Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of Ordinary 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 facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investor seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating Investor or other holder. If an offering in such Underwritten Offering (including pursuant connection with which the Investor is entitled to registration under this Section 6.4) shall be limited due 6.7 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 market conditionsthe provisions of this Agreement, on the order of priority of the securities to be same terms and conditions as other Ordinary Shares included in such underwritten offering and shall be: (i) firstenter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which piggy-back registration has been provided in this Section 6.7, any Event Payments payable to the primary securities to be Investor whose Securities are included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder statement shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4terminate.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all period from the Closing Date (as defined in the Purchase Agreement) to the second anniversary of the Registrable Securities and Closing Date, the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an underwritten offering or a “registered direct” offering to be placed by a placement agent, either for its the Company’s own account or the account of others under the 1933 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each the Holder a written notice of such determination and, if within 15 ten days after the date of the delivery receipt of such notice, any such the Holder shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Holder requests to be registered, subject to customary underwriter or placement agent cutbacks applicable to all holders of registration rights, if any, due to a reasonable objection from the underwriters or placement agents that the inclusion of such Registrable Securities would materially adversely affect the contemplated offering; provided, however, that the Company shall not be required to provide notice or otherwise register any that, Registrable Securities of such Holder and all other Holders requesting registration pursuant to this Section 6.4 that are eligible for resale pursuant 8(e) shall, unless otherwise agreed to Rule 144 (without volume restrictions or current public information requirements) or that are by the subject Holders holding a majority of the then outstanding Registrable Securities, constitute a then-effective Registration Statement that is available for resales or other dispositions by minimum of 30% of the securities to be registered on such Holderregistration statement; and provided, further, that if no other stockholder’s securities are included in any offering in which a Holder’s Registrable Securities are cutback. All Holders requesting registration of their securities through such underwritten offering or “registered direct” offering shall (together with the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised other holders registering their securities through such offering) enter into an underwriting agreement or placement agent agreement, as applicable, with the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in underwriters or placement agents for such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4offering.

Piggy-Back Registrations. IfUntil 180 days after the Closing Date, at any time during the Effectiveness Period, if there is not an effective Registration Statement registration statement covering all of the Registrable Securities Purchased Shares and the Company shall determine determines 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, other than on Form but excluding Forms S-4 or Form S-8 (each as promulgated under the 0000 Xxx) 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 employee benefit plansand similar forms which do not permit such registration, then the Company shall deliver send to each Holder a Subscriber not then eligible to sell all of their Purchased Shares under rule 144(b)(1)(i) written notice of such determination and, if within 15 fifteen calendar days after the date of the delivery receipt of such notice, any such Holder holder shall so request in writing, the Company shall include in such registration statement all or any part of the Purchased Shares such Registrable Securities such Holder Subscriber requests to be registered, subject to any cutbacks in accordance with guidance provided by the Commission (including, but not limited to, Rule 415). Notwithstanding the foregoing, in the event that, in connection with any underwritten or registered direct public offering, the managing underwriter(s) or lead placement agent thereof, as the case may be, shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in such underwriter(s)’ or placement agent’s judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Purchased Shares with respect to which a Subscriber has requested inclusion hereunder as the underwriter or placement agent shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if Purchased Shares unless the Company intends has first excluded all securities outstanding prior to file a the date of this Agreement, the holders of which are not contractually entitled prior to the Closing Date to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Purchased Shares and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Purchased Shares shall be made pro rata among the Subscribers seeking to include Purchased Shares and the holders of other securities having the contractual right to inclusion of their securities in such registration statement in connection with an underwritten public offering (an “Underwritten Offering”)proportion to the number of Purchased Shares or other securities, and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested as applicable, sought to be included by each such Subscriber or other holder. The obligations of the Holders participating in such Underwritten Offering (including pursuant to Company under this Section 6.4) shall 10 may be limited due to market conditions, the order waived by any holder of priority any of the securities Securities entitled to registration rights under this Section 10. The holders whose Purchased Shares are included or required to be included in such offering shall be: (i) firstregistration statement are granted the same rights, the primary benefits, liquidated or other damages and indemnification granted to other holders of securities to be included in such Underwritten Offering; (ii) second, registration statement. In no event shall the liability of any securities that holder of Securities or permitted successor in connection with any Purchased Shares included in any such registration statement be greater in amount than the Holders request dollar amount of the net proceeds actually received by such Subscriber upon the sale of the Purchased Shares sold pursuant to include such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company in complying with this Section 10, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the NASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Statement, on a pro rata basis, based on Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called “Selling Expenses.” The Company will pay all Registration Expenses in connection with the registration statement under this Section 10. Selling Expenses in connection with each registration statement under this Section 10 shall be borne by the holder and will be apportioned among such holders in proportion to the number of requested securities; and (iii) any other securities that are requested shares included therein for a holder relative to be all the Securities included in such Registration Statement on a pro rata basistherein for all selling holders, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) or as all holders may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4agree.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and If the 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 others, other than a Holder, under the 1933 Securities Act of any of its equity securitiesCommon Units, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities 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 incentive plan or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder shall so request in writing, then the Company shall (if permitted under applicable SEC Guidance) include in such registration statement Registration Statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that if at any time after giving such written notice of its intention to register any Common Units, the Company or the other person(s) for whose account such registration is proposed shall determine for any reason not to proceed with the proposed registration of the Common Units to be required sold by it, the Company may, at its election, give written notice of such determination to provide notice each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register or otherwise register offer any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions in connection with such registration or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holderoffering; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised advises the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities and/or Common Units proposed to be included in such registration or offering shall be: would interfere with the successful marketing (iincluding pricing) firstof the Common Units proposed to be registered or offered by the Company, then the primary securities number of Registrable Securities and Common Units proposed to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to registration or offering shall be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.following order:

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all exercise of the Registrable Securities and Warrant, 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 Securities Act of any of its equity securitiessecurities (a “Registration Statement”), other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 5(o) that are 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 that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Statement. Any Registrable Securities requested to be included registered by the Holders participating in such Underwritten Offering (including a Holder pursuant to this Section 6.45(o) shall be limited due are subject to market conditionsregistration limitations by the Commission, the order of priority Company or any underwriters. The Company may, without the consent of the securities to be included in such offering shall be: (i) firstHolder, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in withdraw such Registration Statement on a pro rata basisprior to its becoming effective if the Company or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. Upon election to register any Registrable Securities, based on the number such Registrable Securities shall be subject to any lock up agreement then applicable to any shareholders of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder . ******************** (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”Signature Page Follows), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 ) and the Company shall deliver have determined that it is not prohibited from including such Registrable Securities on such Registration Statement and that the Registrable Securities are not covered by an effective Registration Statement, the Company shall send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering the managing underwriter(s) thereof shall impose a limitation on the number of Common 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 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 Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities (other than those offered for sale by the Company), the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights (except to the extent any existing agreements otherwise provide). No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other Common Shares included in registration statements pursuant to such underwritten offering. Without limiting the generality of the foregoing, this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y2(d) shall not be entitled apply to participate in any registration statements pursuant to this Section 6.4the IPO Registration Statement.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period after the Lock-Up Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-then equivalents relating to equity securities 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 deliver send to each Holder ABRD, if it is not then eligible to sell all of its Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 ten days after the date of the delivery receipt of such notice, any such Holder ABRD shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder ABRD requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of Common 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 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 ABRD has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among ABRD and the holders of other Securities having the contractual right to inclusion of their Securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other Securities, as applicable, sought to be included by the Holders participating each ABRD or other holder(s). If an offering in such Underwritten Offering (including pursuant connection with which ABRD is entitled to registration under this Section 6.4) shall be limited due 6.7 is an underwritten offering, then ABRD 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 market conditionsthe provisions of this Agreement, on the order of priority of the securities to be same terms and conditions as other Common Shares included in such underwritten offering and shall be: (i) first, enter into an underwriting agreement in a form and substance reasonably satisfactory to the primary securities to be included Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which piggy-back registration has been provided in such Underwritten Offering; (ii) secondthis Section 6.7, any securities that the Holders request Event Payments payable to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder ABRD shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4terminate.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as defined in Section 3(a) below) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if are not contractually entitled to pro rata inclusion with the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all holders of the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities requested shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating in each such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsInvestor or other holder, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any other securities that registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx1933 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 employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within 15 calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine (i) to prepare and file with the SEC a registration statement under the Securities Act relating to an offering for its own account or for the account of others under the 1933 Act of any other holder of its equity securities, securities (other than securities being registered on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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), and/or (ii) otherwise to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement, the Company shall deliver send to each Holder a the Investors written notice of such determination and, if within 15 days after the effective date of the delivery of such notice, any such Holder the Investors shall so request in writing, the Company shall include in such registration statement Registration Statement and/or include in such underwritten offering, as applicable, all or any part of such Investor’s Registrable Securities such Holder that the Investor requests to be registeredregistered and/or included in the underwritten offering, as applicable, except that if, in connection with any underwritten 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 such offering because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such underwritten offering only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder as the underwriter(s) shall permit; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities unless the Company has first excluded all outstanding securities to be sold for the accounts of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; 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 contractual right to include such securities in such underwritten offering other than holders of securities entitled to inclusion of their securities in such underwritten offering by reason of demand registration rights. Thus, if a registration pursuant to this Section 6.4 that are eligible for resale pursuant 2(b) relates solely to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion secondary registration on behalf of all other holders of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsCompany’s securities, the order of priority of the securities to would be included in such offering shall beas follows: (i) first, the primary securities requested to be included in therein by the holders requesting such Underwritten Offering; registration pursuant to Section 2(a), (ii) second, any (A) to the extent none of the securities that the Holders request to include in such Registration Statement, on a clause (i) above are Registrable Securities or Prior Holder Securities (as defined below) then Registrable Securities and Prior Holder Securities pro rata basis, based among the holders thereof on the basis of the number of securities so requested securities; to be included therein owned by each such holder or in such other manner as they agree, (B) to the extent the securities requested in clause (i) are Registrable Securities, then Prior Holder Securities pro rata among the holders thereof on the basis of the number of securities so requested to be included therein owned by each such holder or in such other manner as they may agree or (C) to the extent the securities requested in clause (i) are Prior Holder Securities, then Registrable Securities and any Prior Holder Securities not included in clause (i) pro rata among the holders thereof on the basis of the number of securities so requested to be included therein owned by each such holder, or in such other manner as they may agree, so requested to be included therein and (iii) any third, other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securitiesregistration; and provided, further, thathowever, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its that no right to participate registration of Registrable Securities under this Section 2(b) shall be construed to limit any Registration required under Section 2(a) hereof. If an Investor’s Registrable Securities are included in registration statements an underwritten offering pursuant to this Section 6.4 (“Registration Opt-Out”2(b), until then such time Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in such 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 written notice is rescinded in writingunderwritten offering. During such time as a Registration Opt-Out is in effect: (x) Notwithstanding anything to the Opting-Out Holder shall not receive notices contrary set forth herein, the rights of any proposed registration statements the Investors pursuant to this Section 6.4 and (y2(b) shall not only be entitled available in the case of an underwritten offering or in the event the Company fails to participate in timely file, obtain effectiveness or maintain effectiveness of any registration statements Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Section 6.4Agreement.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an a firm commitment underwritten offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Class A 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 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 Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Class A Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within 15 five (5) business days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to the each Holder a written notice of such determination andand if, if within 15 fifteen (15) days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided. Notwithstanding the foregoing, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a Company’s proposed registration statement of equity securities hereunder is, in connection with whole or in part, an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company of such proposed registration determines and advises in good faith writing that the inclusion of all of the Registrable Securities requested proposed to be included by in the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsunderwritten public offering, the order of priority together with any other issued and outstanding shares of the Company’s common stock proposed to be included therein (such other shares hereinafter collectively referred to as the “Other Shares”), would interfere with the successful marketing of the Company’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be: be reduced, (i) first, first by the primary securities shares requested to be included in such Underwritten Offering; registration by the holders of Other Shares, and (ii) second, any if necessary, (A) one-half (½) by the securities that proposed to be issued by the Holders request Company, and (B) one-half (½ ) by the Registrable Securities proposed to include be included in such Registration Statementregistration by the Holders, on a pro rata basis, based on upon the number of requested securities; and (iii) any other securities Registrable Securities then held by each such Holder. The shares of the Company’s common stock that are requested to be included in such Registration Statement on a pro rata basis, based on excluded from the number of requested securities; and provided, further, that, by written notice delivered underwritten public offering pursuant to the Companypreceding sentence shall be withheld from the market by the holders thereof for a period, any Holder (an “Opting-Out Holder”) may elect not to waive its right exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until effect such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten public offering.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities 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 employee benefit plansBenefit Plans, then the Company shall deliver to each Holder a written notice of such determination and, if within 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(d) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the SEC 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; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Public Offering (including pursuant to this Section 6.46(d)) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to the each Holder a written notice of such determination andand if, if within 15 fifteen (15) days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided. Notwithstanding the foregoing, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a Company’s proposed registration statement of equity securities hereunder is, in connection with whole or in part, an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company of such proposed registration determines and advises in good faith writing that the inclusion of all of the Registrable Securities requested proposed to be included by in the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsunderwritten public offering, the order of priority together with any other issued and outstanding shares of the Company’s common stock proposed to be included therein (such other shares hereinafter collectively referred to as the “Other Shares”), would interfere with the successful marketing of the Company’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be: be reduced, (i) first, first by the primary securities shares requested to be included in such Underwritten Offering; registration by the holders of Other Shares (excluding the shares requested for inclusion by the PDL Holders), and (ii) second, any if necessary, (A) one-half (½) by the securities that proposed to be issued by the Company, and (B) one-half (½) by the aggregate of (x) the Registrable Securities proposed to be included in such registration by the Holders request and (y) the PDL Registrable Securities proposed to include be included in such Registration Statementregistration by the PDL Holders, on a pro rata basis, based on upon the number of Registrable Securities and PDL Registrable Securities being requested securities; for inclusion, respectively by each such Holder and (iii) any other securities PDL Holder. The shares of the Company’s common stock held by the Holders that are requested excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering plus such additional period of time as may be required to comply with Rule 2711 of the Financial Industry Regulatory Authority, Inc. or any similar or successor rules thereto, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering. Notwithstanding anything to the contrary contained herein, the amount of Registrable Securities required to be included in such the initial Registration Statement on a pro rata basis, based on as described in this Section 8 shall not exceed the number lesser of requested securities; and provided, further, that, by written notice delivered (a) the amount of Registrable Securities that Holders request to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements have so registered pursuant to this Section 6.4 8 and (“Registration Opt-Out”), until such time as such written notice is rescinded b) the maximum amount of Registrable Securities which may be included in writing. During such time as a Registration Opt-Out is in effect: (x) Statement without exceeding the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Rule 415 Amount.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a the Investor written notice of such determination and, if within 15 twenty (20) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company Company, to the extent permitted by law, shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder will be included in the Registration Statement; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, furtherhowever, that, by written notice delivered after giving effect to the Companyimmediately preceding proviso, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder exclusion of Registrable Securities shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.made pro rata

Piggy-Back Registrations. If, (i) If at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 or director benefit plans), then the Company shall deliver send to each Holder a Buyer written notice of such determination and, if within 15 twenty days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part 130% of the number of shares of Common Stock that constitute the “Registrable Securities” (as hereafter defined) as such Registrable Securities such Holder holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis (along with other holders of piggyback registration rights with respect to the Company); provided, however, that (A) the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 4(q) that are (I) eligible for resale under Rule 144 without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 144, or (without volume restrictions or current public information requirementsII) or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement and (B) 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 an underwritten public offering (an “Underwritten Offering”)such registration, and the managing underwriter has advised 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 good faith that the inclusion case of all a determination not to register, shall be relieved of the its obligation to register any Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.44(q) shall be limited due in connection with such registration (but not from its obligation to market conditionspay expenses in accordance with Section 4(q) hereof), the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; and (ii) secondin the case of a determination to delay registering, shall be permitted to delay registering any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements Registrable Securities being registered pursuant to this Section 6.4 (“Registration Opt-Out”4(q) for the same period as the delay in registering such other securities. For the purposes of this Section 4(q), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.term “

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all exercise of the Registrable Securities and Warrant, 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 Securities Act of any of its equity securitiessecurities (a "Registration Statement"), other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 's stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 5(o) that are 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 that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Statement. Any Registrable Securities requested to be included registered by the Holders participating in such Underwritten Offering (including a Holder pursuant to this Section 6.45(o) shall be limited due are subject to market conditionsregistration limitations by the Commission, the order of priority Company or any underwriters. The Company may, without the consent of the securities to be included in such offering shall be: (i) firstHolder, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in withdraw such Registration Statement on a pro rata basisprior to its becoming effective if the Company or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. Upon election to register any Registrable Securities, based on such as Registrable Securities shall be subject to any lock up agreement then applicable to any other holder of Registrable Securities of the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.Company ********************

Piggy-Back Registrations. If, If at any time during after the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and the Company ------------------------ restrictions contained in Section 16 USFLORAL shall determine to prepare and file with the SEC a registration statement relating to an offering register shares of USFLORAL Stock for its own account or the account of others under the 1933 Act of any of its equity securities, (other than on Form S-8 or Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-then equivalents relating to equity securities shares of USFLORAL Stock to be issued solely in connection with any acquisition of any entity or business or equity securities shares of USFLORAL Stock issuable in connection with the Company’s stock option or other employee benefit plans, and other than any "shelf" registration statement relating to securities to be issued by USFLORAL), then the Company it shall deliver send to each Holder a holder of shares of USFLORAL Stock issued in the Merger ("Registrable Shares") (all such security holders and being referred to as "Holders") written notice of such determination anddetermination. If, if within 15 days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company then USFLORAL shall use its best efforts to include in such registration statement all or any part of such the Registrable Securities Shares such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of USFLORAL Stock to be issued by USFLORAL, the managing underwriter shall impose a limitation on the number of shares of such USFLORAL Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then USFLORAL shall be obligated to include in such registration statement only such limited portion of the Registrable Shares with respect to which such Holder has requested inclusion hereunder; provided, however, that the Company USFLORAL shall not be required to provide notice or otherwise register so exclude any Registrable Securities pursuant -------- ------- Shares unless it has first excluded all securities to be offered and sold by directors, officers or other employees of USFLORAL or by shareholders who do not have contractual, incidental rights to include such securities. Except as provided in the previous sentence of this Section 6.4 that are eligible for resale pursuant 11.7 any exclusion of Registrable Shares shall be made pro rata among the Holders of Registrable --- ---- Shares seeking to Rule 144 (without volume restrictions or current public information requirements) or that are include such shares, in proportion to the subject number of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested shares sought to be included by the Holders participating in such Underwritten Offering (including pursuant to Holders. The obligations of USFLORAL under this Section 6.4) shall 11.7 may be limited due to market conditions, waived at any time upon the order written consent of priority Holders of a majority-in-interest of the securities Registrable Shares and shall expire as to be included each Holder immediately upon all of such Holder's Registrable Shares being capable of sale within a three-month period in such offering shall be: (i) first, accordance with the primary securities to be included in such Underwritten Offering; (ii) second, any securities that volume and manner-of- sale limitations of Rule 144 under the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.41933 Act.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities 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 employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or 2.2 that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.42.2) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and providedprovided that following the applicable Filing Date, further, that, by written notice delivered to the Company, Company may not sell any Holder (securities in such Underwritten Offering until there is an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“effective Registration Opt-Out”), until Statement covering all of the Registrable Securities outstanding as of such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Filing Date.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 1933 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that that, the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(e) that are eligible for resale without restriction or limitation pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under the Securities Act or that are the subject of a then-then effective Registration Statement Statement. If an underwriter advises the Company that is available for resales the dollar amount or number of shares of Registrable Securities which the Holders desire to sell, taken together with all other shares of Common Stock or other dispositions by such Holder; and provided, further, that if securities which the Company intends desires to file a sell and the shares of Common Stock, if any, as to which registration statement has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in connection with an underwritten public such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (an such maximum dollar amount or maximum number of shares, as applicable, the “Underwritten OfferingMaximum Number of Shares”), and the managing underwriter has advised then the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating shall include in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall beregistration: (i) first, the primary securities Registrable Securities as to which registration has been requested by the Holders (in the order set forth in Section 2(b)) that can be included in such Underwritten Offeringsold without exceeding the Maximum Number of Shares; (ii) second, any to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Holders request Company desires to include in sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such Registration Statementpersons, on a pro rata basisrata, based on and that can be sold without exceeding the number Maximum Number of requested securitiesShares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii) any other ), securities that are requested other security holders of the Company desire to sell, pro rata, that can be included in such Registration Statement on a pro rata basis, based on sold without exceeding the number Maximum Number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Shares.

Piggy-Back Registrations. (a) If, at any time during commencing on the Effectiveness Perioddate hereof, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine propose to prepare register under the Securities Act (other than pursuant to Sections 3 and file with the SEC a registration statement relating to an offering 4 of this Agreement) any of its securities, whether for its own account or for the account of others under the 1933 Act of any of its equity securitiesother security holders, or both (other than (i) a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan, (ii) a Rule 145 transaction, (iii) a registration of securities in an “at-the-market” offering, (iv) a shelf registration statement or (v) a registration on Form S-4 any form which does not include substantially similar information as would be required to be included in a registration statement covering the sale of Registrable Shares, provided that such registration statements described in clause (iii), (iv) and (v) do not include securities held by Focus Maritime Corp. or Form S-8 any Affiliate of Focus Maritime Corp. (each as promulgated under other than the 0000 XxxCompany) or their then-equivalents relating any securities held by a Person which securities were transferred, directly or indirectly, 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 employee benefit planssuch Person by Focus Maritime Corp.), then the Company shall deliver will, following the engagement of counsel to each Holder a the Company to prepare the documents to be used in connection with such registration statement, give written notice to all holders of Registrable Shares of its intention so to do, provided that such determination andnotice must be provided at least ten (10) calendar days prior to the effectiveness of the relevant registration statement. Upon the written request of any such holder, if received by the Company within 15 ten (10) business days after the date receipt of the delivery of such notice, any such Holder shall so request in writingnotice by such holder, to register any or all of its Registrable Shares, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests shall, subject to be registered; providedSection 2(c) below, however, that the Company shall not be required use its best efforts to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of cause the Registrable Securities requested Shares as to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) which registration shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are have been so requested to be included in the securities to be covered by the registration statement proposed to be filed or filed by the Company, all to the extent required to permit the sale or other disposition by the holder of such Registration Statement on Registrable Shares so registered, in accordance with the plan of distribution set forth in such registration statement; provided that the Obligee, unless it notifies the Company otherwise, shall be deemed to have delivered a pro rata basiswritten request to register all of its Registrable Shares simultaneously with the request delivered by any other security holder with registration rights, based on including a holder which made the number initial demand for registration of requested securitiesshares of Common Stock for which the registration statement is being filed, if applicable; and provided, provided further, that, by written notice delivered notwithstanding anything in this Agreement to the Companycontrary, the Expenses Shares shall be included for registration prior to any Holder other Registrable Shares whether or not it causes any such other shares to not be able to be registered pursuant to law or legal process or the Commission’s views; provided further that the number of Registrable Shares to be included in the registration shall be no greater than the amount permitted by United States federal law, state law or other law or Commission rule or policy. If United States federal law, state law or other law or Commission rule or policy requires a limitation of the number of Registrable Shares to be registered under this Section 2 pursuant to any particular registration statement, then Registrable Shares shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Shares. If no request for inclusion from a holder (an “Opting-Out Holder”other than a holder of Registrable Shares) may elect is received (or is deemed to waive its have been received) within the specified time, such holder shall have no further right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4piggyback registration.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the 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, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver to each Holder Investor a written notice of such determination and, if within 15 fifteen calendar (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the SEC pursuant to the 1933 Act or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and Investor, provided, further, that however, if the registration so proposed by the Company intends to file a registration statement in connection with involves an underwritten public offering (an “Underwritten Offering”)of the securities so being registered for the account of the Company, to be distributed by or through one or more underwriters, and the managing underwriter has advised of such underwritten offering shall advise the Company in good faith that writing that, in its opinion, the inclusion distribution of all or a specified portion of the Registrable Securities requested to be included by which the Holders participating in such Underwritten Offering (including pursuant have requested the Company to this Section 6.4) shall be limited due to market conditions, the order of priority of register concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters (such opinion to be included in such offering shall be: (i) first, state the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”reasons therefor), until then the Company will promptly furnish each such time as Holder of Registrable Securities with a copy of such opinion, and by providing such written notice is rescinded to each such Holder, such Holder may be denied the registration of all or a specified portion of such Registrable Securities (in writingcase of such a denial as to a portion of such Registrable Securities, such portion to be allocated pro rata among the Holders); provided, however, shares to be registered by the Company for issuance by the Company shall have first priority and each holder of Registrable Securities hereunder shall have second priority. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices [remainder of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.page intentionally left blank]

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an a firm commitment underwritten offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) or 3(b) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as defined in Section 3(a) below) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or are not contractually entitled to pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other dispositions by such Holder; and providedsecurities, furtheras applicable, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested sought to be included by the Holders participating in each such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsInvestor or other holder, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(c) shall be construed to limit any other securities that registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten offering, then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective expiration of ------------------------ the Registration Statement covering all of the Registrable Securities and Period (as hereinafter defined) the 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 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a the Investor written notice of such determination and, if within 15 twenty (20) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company Company, to the extent permitted by law, shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder will be included in the Registration Statement; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights or whose registration rights existed prior to the date hereof. No right of the Investor to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 ten days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating each such Investor or other holder. If an offering in such Underwritten Offering (including pursuant connection with which an Investor is entitled to registration under this Section 6.4) shall be limited due to market conditions8.7 is an underwritten offering, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Optingunderwritten 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 and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-Out Holder”) may elect to waive its right to participate back registration has been provided in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”)8.7, until any Event Payments payable to an Investor whose Securities are included in such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder registration statement shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4terminate.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(c) written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any such registration (A) in the case of an underwritten public offering the managing underwriter(s) thereof shall impose a limitation on the number of 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 facilitate public distribution or (B) in the case of a registration statement registering securities pursuant to the Registration Rights Agreement, dated as of December 19, 1994, by and among the Company and the other signatories thereto (the "December 1994 Agreement"), the holders of a majority of the securities to be registered pursuant to such agreement have in good faith determined that the inclusion of Registrable Securities would be detrimental to the offering of such securities, then in each case the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter or such holders, respectively, shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights (and provided that if any reduction of securities to be registered pursuant to the December 1994 Agreement or the Securities Purchase Agreement, dated as of September 30, 1994, as amended as of December 19, 1994, by and among the Company intends and the other signatories thereto (the "September 1994 Amended Agreement") or the Option Agreement, dated as of January 13, 1995, between the Company and Buckeye Communications, Inc., or the Warrant to file a purchase Common Stock, dated November 24, 1995, issued to Value Vision International, Inc. (the "VVI Warrant") shall be allocated among the parties thereto as provided therein). No right to registration statement of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each the Holder a written notice of such determination and, if within 15 twenty days after the date of the delivery receipt of such notice, any such the Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights, if any, due to a reasonable objection from the underwriters that the inclusion of such Registrable Securities would materially adversely affect the contemplated offering; provided, however, that, Registrable Securities of such Holder and securities of other holders of registration rights shall constitute a minimum of 30% of the securities to be registered on such registration statement; provided, further, that no other stockholder’s securities are included in such offering in which a Holder’s Registrable Securities are cutback and provided, further, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 8(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements144(b)(1) promulgated under the Securities Act or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration ------------------------ of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor who is entitled to registration rights under this section 2.3 written notice of such determination and, if within 15 twenty days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' good faith judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder; providedprovided that no portion of the equity securities that the Company is offering for its own account shall be excluded; and provided further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, however, in proportion to the number of Registrable Securities sought to be included by such Investors; provided that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant to this Section 6.4 unless the Company has first excluded all outstanding securities held by persons that are eligible for resale pursuant not entitled to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and providedprovided further that, furtherafter giving effect to the preceding provision, that if 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 other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights or whose registration rights existed prior to the date hereof. No right to registration of Registrable Securities under this section 2.3 shall be construed to limit any registration required under section 2.1. The obligations of the Company intends to file under this section 2.3 may be waived by Investors holding a registration statement majority of the Registrable Securities. If an offering in connection with which an Investor is entitled to registration under this Section 2.3 is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate all provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. IfSubject to the last sentence of this ------------------------ Section 2(d), if at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 (including employee stock purchase plans)), then the Company shall deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within 15 fifteen (15) days after the effective date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of 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 facilitate public distribution (including pricing acceptable to the Company), 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 Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Investors in the aggregate; provided, -------- however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless ------- the Company has first excluded all outstanding securities (other than those offered by the Company), the holders of which are not entitled by contract to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if -------- ------- however, that, after giving effect to the Company intends immediately preceding proviso, any ------- exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder 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 (an “Opting-Out Holder”) may elect including customary indemnification provisions). Notwithstanding anything to waive its right to participate in the contrary set forth herein, the registration statements rights of the Investors pursuant to this Section 6.4 (“Registration Opt-Out”)2(d) shall only be available to the Investors in the event the Company fails to timely file, until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices obtain effectiveness or maintain effectiveness of any proposed registration statements Registration Statement to be filed pursuant to Section 2(a) in accordance with the terms of this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Agreement.

Piggy-Back Registrations. If(a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Purchaser and its affiliates) any of its Common Shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form)), the Company shall, at any time during such time, promptly give each Holder written notice of such registration. Upon the Effectiveness Periodwritten request of each Holder received by the Company within ten (10) Trading Days after mailing of such notice by the Company in accordance with Section 9(f), there is not an effective Registration Statement covering the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder (the “Electing Holders”) has requested to be registered ; provided that (i) if such registration involves an underwritten offering to the public, all holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or other selling stockholders; and (ii) if, at any time after giving notice of the Company's intention to register any securities pursuant to this Section 4 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 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 register such securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) 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 employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within 15 days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement give written notice to all or any part holders of such Registrable Securities such Holder requests and, thereupon, shall be relieved of its obligation to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering such registration (an “Underwritten Offering”but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and without prejudice, however, to the managing underwriter has advised the rights of holders under Section 3. The Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to shall have no obligation under this Section 6.4) shall be limited due 4 to market conditionsmake any offering of its securities, the order or to complete an offering of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any its securities that the Holders request it proposes to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4make.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities Conversion Shares and the 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 Securities Act of any of its equity securitiessecurities (collectively, the “Other Securities”), other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a Purchaser written notice of such determination andand if, if within 15 fifteen days after the date of the delivery receipt of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Conversion Shares Purchaser requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that registered if the Company intends securities Other Securities are to file be sold in a registration statement firm commitment underwritten offering but, in connection with an underwritten public offering the case of each holder of the Conversion Shares, only (an “Underwritten Offering”)i) to the extent that, and in the managing judgment of the lead underwriter has advised the Company in good faith that the for such offering, inclusion of all of the Registrable Securities its shares, together with shares requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market holders of the Conversion Shares, will not adversely affect the terms and conditions, the order including without limitation, pricing and number of priority shares, of the securities offering of the Other Securities (with any shares so included to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a allocated pro rata basisamong the requesting holders of the Conversion Shares and Warrant Shares, based on the number of requested securities; and (iii) any other securities that are shares initially requested to be included in such the Registration Statement on a pro rata basisby them) and (ii) provided, based in the case of requesting holders of the Conversion Shares, that they enter into an underwriting agreement on the number of requested securities; same terms and provided, further, that, by written notice delivered conditions as apply to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Other Securities.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 ten days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating each such Investor or other holder. If an offering in such Underwritten Offering (including pursuant connection with which an Investor is entitled to registration under this Section 6.4) shall be limited due to market conditions6.7 is an underwritten offering, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Optingunderwritten 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 and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which piggy-Out Holder”) may elect to waive its right to participate back registration has been provided in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”)6.7, until any Event Payments payable to an Investor whose Securities are included in such time as registration statement shall terminate with respect to such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4included Securities.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-equivalents 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 deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 ten days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating each such Investor or other holder. If an offering in such Underwritten Offering (including pursuant connection with which an Investor is entitled to registration under this Section 6.4) shall be limited due to market conditions6.7 is an underwritten offering, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Optingunderwritten 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 and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which piggy-Out Holder”) may elect to waive its right to participate back registration has been provided in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”)6.7, until any Event Payments payable to an Investor whose Securities are included in such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder registration statement shall not receive notices of any proposed registration statements pursuant to this Section 6.4 terminate and (y) shall not no longer be entitled to participate in any registration statements pursuant to this Section 6.4payable.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or one universal shelf registration statement on Form S-3 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(e) that are 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 that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided. Notwithstanding the foregoing, further, that (i) if the Company intends to file a such registration statement in connection with involves an underwritten public offering, such Holder must sell such Registrable Securities that such Holder requests to be registered to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to such Holder entering into customary underwriting documentation for selling stockholders in an “Underwritten Offering”)underwritten public offering, and the managing underwriter has advised the Company in good faith that the inclusion (ii) if, at any time after giving written notice of all of the its intention to register any Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.46(e) 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 cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to such Holder and, thereupon, shall be limited due relieved of its obligation to market conditions, the order of priority of the securities to be included register any Registrable Securities in connection with such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Optingregistration. 16 US-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.DOCS\93729153.6

Piggy-Back Registrations. (a) If, at any time during after 180 days following the Effectiveness Period, there is not an effective Registration Statement covering all consummation of the Registrable Securities and Initial Public Offering, the Company shall determine proposes to prepare and file with register any of its Shares or any other equity securities under the SEC Securities Act on a registration statement relating to on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of an offering or sale by or on behalf of the Company of Shares or such equity securities for its own account (a "primary offering") or upon the request or for the account of others under the 1933 Act one or more holders (a "Registering Holder") of Shares or any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-equivalents relating to such equity securities to be issued solely in connection with any acquisition (a "secondary offering"), or for purposes of any entity or business or equity securities issuable in connection with the Company’s employee benefit plansa combined primary and secondary offering (a "combined offering"), then in each such case the Company shall deliver shall, either prior to each Holder a written notice of such determination and, if within or not later than 15 days after the time when any such registration statement is filed with the Commission, give written notice thereof to each Holder of Registrable Securities. Such notice shall specify, at a minimum, the number and class, if any, of Shares or equity securities so proposed to be registered, the estimated effective date of the delivery such registration statement, any proposed means of distribution of such noticeShares or securities, any proposed managing underwriter or underwriters of such units or securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price appears, or is proposed to appear, on the facing page of such registration statement. Upon the written direction of any such Holder of Registrable Securities, given within 20 days of the receipt by such Holder of any such written notice (which direction shall so request in writingspecify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall include in such registration statement all any or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested then owned by such Holder requesting such registration (a "Requesting Holder"), to be included by the Holders participating in such Underwritten Offering (including pursuant extent necessary to this Section 6.4) shall be limited due to market conditions, permit the order of priority sale or other disposition of the securities constituting such number of Registrable Securities as such Requesting Holder shall have so directed the Company to be included in so registered. Any Requesting Holder shall have the right to withdraw such offering direction by giving written notice to the Company to such effect within 5 days after giving such direction. Notwithstanding the foregoing, no Holder of Registrable Securities shall be: (i) first, have any right hereunder if the primary securities registration proposed to be included in such Underwritten Offering; (ii) second, effected by the Company relates solely to Shares or securities which are issuable solely to officers or employees of the Company or any securities that entity wholly-owned by the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive Company or its right to participate in registration statements affiliates pursuant to this Section 6.4 (“Registration Opt-Out”)a bona fide employee stock option, until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4bonus or other employee benefit plan or arrangement.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registeredregistered (a “Piggyback Registration”); provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 3.13 that are eligible for resale pursuant to Rule 144 (without the requirement for the Company to be in compliance with current public information under Rule 144 and without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act (assuming that such securities and any securities issuable upon exercise, conversion or that exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the subject Company. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised advises the Company in good faith that and the inclusion holders of all of the Registrable Securities requested (if any holders of Registrable Securities have elected to be included by the Holders participating include Registrable Securities in such Underwritten Offering (including pursuant to this Section 6.4Piggyback Registration) shall be limited due to market conditions, in writing that in its opinion the order number of priority shares of the securities Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock reasonably expected to be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall be: include in such registration (i) first, the primary securities number of shares of Common Stock that the Company proposes to be included in such Underwritten Offering; sell, and (ii) second, any securities that to the Holders request to include in such Registration Statementextent applicable, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are shares of Common Stock requested to be included in such Registration Statement on a therein by holders of Registrable Securities, allocated pro rata basis, based among all such holders on the basis of the number of requested securities; and provided, further, that, Registrable Securities owned by written notice delivered to each such holder or in such manner as they may otherwise agree. A Registration Statement filed on behalf of the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements Holders pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) 1.2 shall not be entitled subject to participate in any registration statements pursuant the limitations applicable to this Section 6.4an underwritten offering.

Piggy-Back Registrations. If, If at any time prior to the end of the Registration Period (including during periods when the Effectiveness Period, Company is permitted to suspend the use of the prospectus forming part of the Registration Statements) there is not an effective Registration Statement covering all of the Registrable Securities and Securities, the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a written notice of such determination andand if, if within 15 twenty days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of Ordinary 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 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 has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) except in accordance with existing agreements providing for the underwriter cutbacks, the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities which are not Registrable Securities and (ii) after giving effect to this Section 6.4 that are eligible for resale pursuant the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Holders seeking to Rule 144 (without volume restrictions or current public information requirements) or that are include Registrable Securities and the subject holders of a then-effective Registration Statement that is available for resales other securities having the contractual right to inclusion of their securities in such registration statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other dispositions by such Holder; and providedsecurities, furtheras applicable, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested sought to be included by the Holders participating each such Holder or other holder. If an offering in such Underwritten Offering (including pursuant connection with which a Holder is entitled to registration under this Section 6.4) shall be limited due to market conditions6.11 is an underwritten offering, the order of priority of the securities to be then each Holder whose Registrable Securities are included in such offering shall be: (i) firstregistration statement shall, unless otherwise agreed by the primary Company, offer and sell such Registrable Securities using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other securities to be of the Company included in such Underwritten Offering; (ii) secondunderwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which piggy-back registration has been provided in this Section 6.11, any securities payments that the Holders request after such effectiveness date would otherwise become payable pursuant to include in such Registration Statement, on Section 6.3 to a pro rata basis, based on the number of requested securities; and (iii) any other securities that Purchaser whose Securities are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time statement shall not become payable so long as such written notice is rescinded in writing. During such time as a Registration Optpiggy-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed back registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4statement remains effective.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 ten days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such any Registrable Securities such that the Holder requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating each such Holder or other holder. If an offering in such Underwritten Offering (including pursuant connection with which a Holder is entitled to registration under this Section 6.4) shall be limited due to market conditions6.6 is an underwritten offering, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that then each Holder whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Optingunderwritten 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 and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-Out Holder”) may elect to waive its right to participate back registration has been provided in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”)6.6, until any partial liquidated damages payments payable to an Holder whose Securities are included in such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder registration statement shall not receive notices of any proposed registration statements pursuant to this Section 6.4 terminate and (y) shall not no longer be entitled to participate in any registration statements pursuant to this Section 6.4payable.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 or director benefit plans, then the Company shall deliver send to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis (along with other holders of piggyback registration rights with respect to the Company); provided, however, that (i) the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(g) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirementsunder Rule 144(k) promulgated under the Securities Act or that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that (ii) if at any time after giving written notice of its intention to register any securities and prior to the Company intends to file a effective date of the registration statement filed in connection with an underwritten public offering (an “Underwritten Offering”)such registration, and the managing underwriter has advised 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 good faith that the inclusion case of all a determination not to register, shall be relieved of the its obligation to register any Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.46(g) shall be limited due in connection with such registration (but not from its obligation to market conditionspay expenses in accordance with Section 4 hereof), the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; and (ii) secondin the case of a determination to delay registering, shall be permitted to delay registering any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements Registrable Securities being registered pursuant to this Section 6.4 (“Registration Opt-Out”), until 6(g) for the same period as the delay in registering such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4other securities.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a Purchaser written notice of such determination andand if, if within 15 five days after the date of the delivery receipt of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Purchaser requests to be registered; providedprovided that, howeverif the managing underwriter or underwriters of any such offering have informed the company, that it is their opinion that the total number of shares which the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and providedshares, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten OfferingPrimary Shares”), holders of Registrable shares and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders any other Person participating in such Underwritten Offering registration (such shares, “Other Shares”) intend to include in such offering would interfere with the successful marketing (including pursuant to this Section 6.4pricing) shall be limited due to market conditionsof such offering, then the order number of priority of the securities Primary Shares, Registrable Shares and Other Shares proposed to be included in such offering registration shall bebe included in the following order: (i) first, the primary securities to be included in such Underwritten OfferingPrimary shares; and (ii) second, any securities that the Holders request to include in such Registration StatementRegistrable Shares and the Other Shares, on a pro rata basisamong holders of Registrable Shares and the holders of Other Shares that have requested that their Registrable Shares or Other Shares, based on the number of requested securities; and (iii) any other securities that are requested to as applicable, be included in such Registration Statement on a pro rata basis, registration based on upon the number of Registrable Shares or Other Shares, as applicable, that each such holder of Registrable Shares or Other Shares has requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4registered.

Piggy-Back Registrations. If(a) Except during Suspension Periods as set forth in Section 6.1(c), and as otherwise prohibited by the Securities Purchase Agreement dated as of March 21, 2007 among the Company and certain purchasers identified therein, the Securities Purchase Agreement dated as of November 7, 2008 among the Company and certain purchasers identified therein, the Securities Purchase Agreement dated as of September 18, 2009 among the Company and certain purchasers identified therein, and the Securities Purchase Agreement dated as of February 24, 2010 among the Company and certain purchasers identified therein, if at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a Purchaser written notice of such determination andand if, if within 15 fifteen days after the date of the delivery receipt of such notice, any such Holder Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Purchaser requests to be registered; provided, however, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6.1 that are eligible for resale sale pursuant to Rule 144 (without volume restrictions or current of the Securities Act. In the case of an underwritten public information requirementsoffering, if the managing underwriter(s) or that are underwriter(s) should reasonably object to the subject inclusion of a then-effective Registration Statement that is available for resales or other dispositions by the Registrable Securities in such Holder; and providedregistration statement, further, that then if the Company intends to file a registration statement in connection after consultation with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith should reasonably determine that the inclusion of all 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 Purchasers, then (x) the number of Registrable Securities of the Purchasers included in such registration statement shall be reduced pro-rata among such Purchasers (based upon the number of Registrable Securities requested to be included by in the Holders participating in such Underwritten Offering registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (including pursuant to this Section 6.4y) shall be limited due to market conditions, the order of priority none of the securities to Registrable Securities of the Purchasers shall be included in such offering shall be: (iregistration statement, if the Company after consultation with the underwriter(s) first, recommends the primary securities to be included in inclusion of none of such Underwritten OfferingRegistrable Securities; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, furtherhowever, that, by written notice delivered to that if securities are being offered for the account of other Persons or entities as well as the Company, any Holder such reduction of the Registrable Securities of the Purchasers shall be pro rata with the reduction of the securities of such other Persons or entities (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”other than the Company), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.

Piggy-Back Registrations. If, If at any time prior to the expiration of the Registration Period (as hereinafter defined) and during a period in which the Effectiveness Period, there Registration Statement required to be filed pursuant to Section 2(a) is not an effective Registration Statement covering all of the Registrable Securities and effective, the 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 1933 Securities Act of any of its equity securities, securities (other than the amendment of a registration statement now on file or registration statements on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor written notice of such determination filing and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not contractually entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to file a include such securities in the Registration Statement other than holders of securities contractually entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights. Notwithstanding the foregoing, no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty- five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding anything to participate the contrary contained herein, the Investors' rights set forth in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y2(d) shall not be entitled apply with respect to participate in any registration statements statement filed pursuant to this Section 6.4that certain Registration Rights Agreement, dated May 7, 1999, by and between the Company and Xxxxxx Laboratories.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the 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 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a the Investor written notice of such determination and, if within 15 twenty (20) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company Company, to the extent permitted by law, shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) PAGE 5 thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' reasonable good faith judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder will be included in the Registration Statement; provided that no portion of the equity securities which the Company is offering for its own account shall be excluded; provided, further that the Company shall be entitled to exclude Registrable Securities to the extent necessary to avoid breaching obligations existing prior to the date hereof to other stockholders of the Company. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights or whose registration rights existed prior to the date hereof. No right of the Investor to registration of Registrable Securities under this Section 2(c) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(c) is an underwritten public offering, then each Investor whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in 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. Notwithstanding anything herein to the contrary, if the Registrable Securities are included in and registered under the Form S-3 No. 333-35571, filed with the SEC on September 12, 1997 (an “Underwritten Offering”the "Form S-3"), then to the extent of such inclusion and registration, no Registration Statement need be filed with respect to such Registrable Securities included in and registered under the managing underwriter has advised Form S-3, and this Registration Rights Agreement shall be void with respect to such Registrable Securities included in and registered under the Company in good faith that the inclusion of Form S-3. Therefore, if all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be are included in such offering shall be: (i) firstand registered under the Form S-3, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such no Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writingneed be filed hereunder. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.d.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 1933 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that that, the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(d) that are eligible for resale without restriction or limitation pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under the Securities Act or that are the subject of a then-then effective Registration Statement Statement. If an underwriter advises the Company that is available for resales the dollar amount or number of shares of Registrable Securities which the Holders desire to sell, taken together with all other shares of Common Stock or other dispositions by such Holder; and provided, further, that if securities which the Company intends desires to file a sell and the shares of Common Stock, if any, as to which registration statement has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in connection with an underwritten public such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (an such maximum dollar amount or maximum number of shares, as applicable, the “Underwritten OfferingMaximum Number of Shares”), and the managing underwriter has advised then the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating shall include in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall beregistration: (i) first, the primary securities Registrable Securities as to which registration has been requested by the Holders (in the order set forth in Section 2(b)) that can be included in such Underwritten Offeringsold without exceeding the Maximum Number of Shares; (ii) second, any to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Holders request Company desires to include in sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such Registration Statementpersons, on a pro rata basisrata, based on and that can be sold without exceeding the number Maximum Number of requested securitiesShares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii) any other ), securities that are requested other security holders of the Company desire to sell, pro rata, that can be included in such Registration Statement on a pro rata basis, based on sold without exceeding the number Maximum Number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4Shares.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 F-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three (3) month period, written notice of such determination andand if, if within 15 ten (10) days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered; provided. Notwithstanding the foregoing, howeverin the event that, that in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of Ordinary 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 facilitate public distribution, then the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject of a then-effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the underwriter shall permit; provided,however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement, on a pro rata basis, based on in proportion to the number of requested Registrable Securities or other securities; and (iii) any other securities that are requested , as applicable, sought to be included by each such Investor or other holder. If an offering in connection with which an Investor is entitled to registration under this Section 6.7 is an underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Optingunderwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other Ordinary Shares included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which piggy-Out Holder”) may elect to waive its right to participate back registration has been provided in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”)6.7, until any Event Payments payable to an Investor whose Securities are included in such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder registration statement shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4terminate.

Piggy-Back Registrations. If, at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as defined in Section 3(a) below) the 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 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor written notice of such determination andfiling, if and if, within 15 days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or are not contractually entitled to pro rata inclusion with the Registrable Securities, (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other dispositions by such Holder; and providedsecurities, furtheras applicable, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested sought to be included by the Holders participating in each such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditionsInvestor or other holder, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) no such reduction shall reduce the amount of Registrable Securities included in the registration below twenty-five (25%) of the total amount of securities included in such registration. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any other securities that registration required under Section 2(a) or Section 2(b) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten offering, then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, If at any time during the Effectiveness Period, Period there is not an effective Registration Statement covering all of the Registrable Securities and the 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver send to each Holder Investor not then eligible to sell all of their Registrable Securities under Rule 144 in a three-month period, written notice of such determination andand if, if within 15 ten days after the date of the delivery receipt of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder Investor requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends are not contractually entitled to file a registration statement in connection pro rata inclusion with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Holders participating each such Investor or other holder. If an offering in such Underwritten Offering (including pursuant connection with which an Investor is entitled to registration under this Section 6.4) shall be limited due to market conditions6.7 is an underwritten offering, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that then each Investor whose Registrable Securities are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Optingunderwritten offering using the same underwriter or underwriters on the same terms and conditions as other shares of Common Stock included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness the registration statement for which piggy-Out Holder”) may elect to waive its right to participate back registration has been provided in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”)6.7, until any Event Payments payable to an Investor whose Securities are included in such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder registration statement shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4terminate.

Piggy-Back Registrations. If, If at any time during prior to the Effectiveness Period, there is not an effective Registration Statement covering all expiration of the Registrable Securities and Registration Period (as hereinafter defined) the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an a firm commitment underwritten offering for its own account or the account of others under the 1933 Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or their then-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 deliver send to each Holder a Investor who is entitled to registration rights under this Section 2(d) written notice of such determination and, if within 15 fifteen (15) days after the date of the delivery of such notice, any such Holder Investor shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of such the Registrable Securities such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of 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 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 Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that the Company shall not be required to provide notice or otherwise register exclude any Registrable Securities pursuant unless the Company has first excluded all outstanding securities, the holders of which are not entitled to this Section 6.4 that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) or that are the subject inclusion of a then-effective such securities in such Registration Statement that is available for resales or other dispositions by such Holderare not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that if however, that, after giving effect to the Company intends immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to file a include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration statement rights. No right to registration of Registrable Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an underwritten public offering (an “Underwritten Offering”)offering, and the managing underwriter has advised the Company in good faith that the inclusion of all of the then each Investor whose Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basisshall, based on the number of requested securities; and provided, further, that, unless otherwise agreed by written notice delivered to the Company, any Holder (offer and sell such Registrable Securities in an “Opting-Out Holder”) may elect underwritten offering using the same underwriter or underwriters and, subject to waive its right to participate the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4underwritten offering.

Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and 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 Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 XxxSecurities Act) or their then-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 deliver to each Holder a written notice of such determination and, if within 15 fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; providedprovided if the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company in writing that the dollar amount or number of shares of the Company's common stock which the Company desires to sell, howevertaken together with the Registrable Securities, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the "Maximum Number of Shares"), then the Company may reduce the number of Registrable Securities included in such registration statement by such amount as advised by the managing underwriter or underwriters on a pro rata basis; and provided further, that the Company shall not be required to provide notice or otherwise register any Registrable Securities pursuant to this Section 6.4 6(e) that are 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 that are the subject of a then-then effective Registration Statement that is available for resales or other dispositions by such Holder; and provided, further, that if the Company intends to file a registration statement in connection with an underwritten public offering (an “Underwritten Offering”), and the managing underwriter has advised the Company in good faith that the inclusion of all of the Registrable Securities requested to be included by the Holders participating in such Underwritten Offering (including pursuant to this Section 6.4) shall be limited due to market conditions, the order of priority of the securities to be included in such offering shall be: (i) first, the primary securities to be included in such Underwritten Offering; (ii) second, any securities that the Holders request to include in such Registration Statement, on a pro rata basis, based on the number of requested securities; and (iii) any other securities that are requested to be included in such Registration Statement on a pro rata basis, based on the number of requested securities; and provided, further, that, by written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in registration statements pursuant to this Section 6.4 (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed registration statements pursuant to this Section 6.4 and (y) shall not be entitled to participate in any registration statements pursuant to this Section 6.4.