Common use of Piggyback Registration Right Clause in Contracts

Piggyback Registration Right. (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders to effect a Demand Registration, the Company shall give written notice of such request to each other Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, the right of each Non-Initiating Holder to have Registrable Securities included in such Demand Registration pursuant to this SECTION 2.2(a) shall be conditioned upon each Non-Initiating Holder entering into (together with the Initiating Demand Holders) an underwriting agreement in customary form with the IM Underwriter on the same terms as the Initiating Demand Holders. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration or any other registration by the Company after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing date of the Registration Statement. Following the receipt of such notice, each Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for the account of the Company or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.

Piggyback Registration Right. (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders to effect a Demand Registration, the Company shall give written notice of such request to each other Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their pro rata share (based on the ownership of the Non-Initiating Holders as compared to the ownership of the Initiating Holders) of Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, the The right of each Non-Initiating Holder to have Registrable Securities included in such a Demand Registration pursuant to this SECTION 2.2(a) shall be conditioned upon each Non-Initiating Holder entering into (together with the Initiating Demand Holders) an underwriting agreement in customary form with the IM Underwriter on the same terms as the Initiating Demand HoldersUnderwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to include their its Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration or any other registration an offering by the Company after the IPO, whether for its own account or for the benefit of any Holders or both Holder (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) all of the outstanding Issuer Units, Holders at least twenty (20) Business Days prior to the proposed filing date of the Registration Statementoffering. Following the receipt of such notice, each Holder (together with its Affiliates) shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (the “Company Underwriter”). Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents Registrable Securities being sold for the account of the Company or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.

Piggyback Registration Right. If at any time while Seller owns the Series B Preferred Shares, Buyer shall notify Seller in writing at least fifteen (a15) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders to effect a Demand Registration, the Company shall give written notice of such request to each other Holder of Registrable Securities which is known days prior to the Company filing of any registration statement under the Securities Act of 1933, as amended (the “Securities Act”), in connection with a public offering of shares of Buyer’s common stock (including, but not limited to, registration statements relating to hold secondary offerings of securities of Buyer but excluding any registration statements (together with i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the shares of common stock issuable upon conversation of the Series B Preferred Shares held by Seller or its Affiliates) at least one percent (1%) and will afford Seller an opportunity to include in such registration statement all or part of the outstanding Issuer Units (Series B Preferred Shares held by Seller or any of its Affiliates. In the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, event that Seller desires to include in any such registration statement all or any portion part of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offeringSeries B Preferred Shares held by Seller, the right of each Non-Initiating Holder to have Registrable Securities included in such Demand Registration pursuant to this SECTION 2.2(a) Seller shall be conditioned upon each Non-Initiating Holder entering into (together with the Initiating Demand Holders) an underwriting agreement in customary form with the IM Underwriter on the same terms as the Initiating Demand Holders. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days days after the above-described notice from Buyer, so notify Buyer in writing, including the number of shares of such Series B Shares that Seller wishes to include in such registration statement. In furtherance and not in limitation of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration foregoing, Seller or any other registration by the Company after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company Affiliates shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing date of the Registration Statement. Following the receipt of such notice, each Holder shall be entitled, by delivery of a written request to the Company delivered have no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering rights pursuant to this SECTION 2.2(b) shall Section 4.06 at such time as all shares of common stock issuable upon conversion of such Series B Preferred Shares held by Seller or its Affiliates may be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration sold without limitation pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for the account of the Company or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registrationRule 144.

Piggyback Registration Right. In further consideration of the Lender's extending credit and other financing accommodations to Borrower, the Borrower hereby agrees that with respect to all previously unregistered shares of common stock held by the Borrower, whether issued for cash or for conversion of the Notes ("Registrable Securities"), if the Borrower shall determine to register any of its shares of Common Stock for its own account, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Borrower will: (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders promptly give to effect a Demand Registration, the Company shall give Lender written notice of thereof; and (b) use its best efforts to include in such request to each registration (and any related qualification under the blue sky laws or other Holder of compliance), and in any underwriting involved therein, all the Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) specified in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to or requests, made by Lender within Twenty (20) days after the Company delivered no later than ten (10) Business Days following receipt of written notice from the Company, to include Borrower is given. Such written request may specify all or any portion a part of their Lender's Registrable Securities, and shall specify that the Lender's Registrable Securities are intended to be sold in such Demand Registration (subject to SECTION 2.4(a))a public distribution. If the Demand Registration registration of which the Borrower gives notice is in for a registered public offering involving an underwriting, the form Borrower shall so advise the Lender as a part of an underwritten offeringthe written notice. In such event, the right of each Non-Initiating Holder the Lender to have Registrable Securities included in such Demand Registration registration pursuant to this SECTION 2.2(a) agreement shall be conditioned upon each Non-Initiating Holder entering into Lender's participation in such underwriting and the inclusion of the Lender's Registrable Securities in the underwriting to the extent provided herein. The Lender shall (together with the Initiating Demand HoldersBorrower) enter into an underwriting agreement in customary form with the IM Underwriter representative of the underwriter or underwriters selected by the Borrower. Notwithstanding any other provisions of this agreement, if the representative of the underwriters advises the Borrower in writing that marketing factors require a limitation on the same terms as the Initiating Demand Holders. Subject number of shares to SECTION 2.4be underwritten, the Company representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Borrower shall use its reasonable best efforts (within ten (10) Business Days so advise the Lender, and the number of the notice provided for above) shares of securities that are entitled to cause the IM Underwriter to permit the Non-Initiating Holders to participate be included in the Incidental Registration registration and underwriting shall be allocated first to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities Borrower for securities being sold for its own account and thereafter to the account Lender, pro rata with any other holders of Common Stock having registration rights. If the Lender does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Borrower or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Borrower shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion pro rata amongst those persons requesting inclusion. All registration expenses incurred in connection with any registration, qualification or compliance pursuant to Section 3 hereof shall be borne by the Borrower. In the case of each registration effected by the Borrower pursuant to this agreement, the Borrower will keep Lender advised in writing as to the initiation of each registration and as to the completion thereof, at its expense, the Borrower will use its best efforts to: (a) Keep such registration effective for a period of one hundred twenty (120) days or until the Lender has completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (i) such 120-days period shall be extended for a period of time equal to the period the Lender refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Initiating Demand HoldersBorrower; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 145, or any successor rule under the Securities Act of 1933, as amended (the "Securities Act"), permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") in the registration statement. (b) In Prepare and file with the Securities and Exchange Commission (the "Commission") such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish such number of prospectuses and other documents incident thereto, including any Company Initiated Resale Registration amendment of or supplement to the prospectus, as the Lender from time to time may reasonably request; (d) Notify the Lender at any other time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration by statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Company statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of Lender, prepare and furnish to the Lender a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; and (e) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. Following the receipt The Borrower will indemnify Lender with respect to which registration, qualification, or compliance has been effected pursuant to this agreement against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of such notice, each Holder shall be entitled, by delivery or based on any untrue statement (or alleged untrue statement) of a written request material fact contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Borrower of the Securities Act or any rule or regulation thereunder applicable to the Company delivered no later than ten Borrower and relating to action or inaction required of the Borrower in connection with any such registration, qualification, or compliance, and will reimburse the Lender for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that the Borrower will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Borrower by the Lender and stated to be specifically for use therein. It is agreed that the indemnity provision contained in this agreement shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Borrower (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)which consent has not been unreasonably withheld). The right of each Holder to have Lender will, if Registrable Securities held by him are included in an offering pursuant the securities as to this SECTION 2.2(b) shall be conditioned (which such registration, qualification, or compliance is being effected, indemnify the Borrower, each of its directors, officers, partners, legal counsel, and accountants and each underwriter, if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4any, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for aboveBorrower's securities covered by such a registration statement, each person who controls the Borrower or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to cause state therein a material fact required to be stated therein or necessary to make the Company Underwriter to permit statements therein not misleading, and will reimburse the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms Borrower and conditions as the Issuer Unit Equivalents being sold its directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for the account of the Company any legal or any other Holderexpenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Borrower by the Lender and stated to be specifically for use therein; provided, however, that the obligation obligations of the Lender hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Lender (which consent shall not be unreasonably withheld). Each party entitled to indemnification under this agreement (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such Person to indemnify pursuant to claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such underwriting arrangements claim or any litigation resulting therefrom, shall be several, approved by the Indemnified Party (whose approval shall not joint and several, among such Persons selling Registrable Securitiesunreasonably be withheld), and the liability Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this section, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Person will Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. If the Indemnification provided for in this agreement is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion theretoas is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and providedopportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, further, that such liability will be limited to the net proceeds received extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. The Lender shall furnish to the Borrower such information regarding the Lender and the distribution proposed by such Person from the sale of hisLender as the Borrower may reasonably request in writing and as shall be reasonably required in connection with any registration, her qualification, or its Registrable Securities pursuant compliance referred to such registrationin Section 3. The registration rights granted to the Lender herein may be freely assigned, transferred or otherwise conveyed.

Piggyback Registration Right. Within five (a) Within ten (105) Business Days following receipt by the Company Parent of a request from the Initiating Demand Holders Seller to effect a Demand RegistrationRegistration that would register at least a majority of the Registrable Securities held by such Seller, the Company Parent shall give written notice of such request to each other Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units Seller (the “Non-Initiating HoldersNon- Seller”) ), which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders Non- Seller the opportunity to register their Pro Rata Share (based on the Pro Rata Share of the Non- Seller as compared to the Pro Rata Share of the Seller) of Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such notice, each Non-Initiating Holder Non- Seller shall be entitled, by delivery of a written request to the Company Parent delivered no later than ten five (105) Business Days following receipt of notice from the CompanyParent, to include all or any portion of their applicable Pro Rata Share of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)Section 10.4). If the Demand Registration is in the form of an underwritten offering, the The right of each Non-Initiating Holder Non- Seller to have Registrable Securities included in such a Demand Registration pursuant to this SECTION 2.2(a) Section 10.2 shall be conditioned upon each Non-Initiating Holder Non- Seller entering into (together with the Initiating Demand HoldersSeller) an underwriting agreement in customary form with the IM Underwriter on the same terms as the Initiating Demand HoldersUnderwriter. Subject to SECTION 2.4Section 10.4, the Company Parent shall use its reasonable best efforts (within ten five (105) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders Non- Seller to participate in the Incidental Registration to include their its Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand HoldersSeller. (b) In connection with any Company Initiated Resale Registration or any other registration by the Company after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing date of the Registration Statement. Following the receipt of such notice, each Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for the account of the Company or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.

Piggyback Registration Right. In further consideration of the ---------------------------- Lender's extending credit and other financing accommodations to Borrower, the Borrower hereby agrees that with respect to all previously unregistered shares of common stock held by the Borrower, whether issued for cash or for conversion of the Notes ("Registrable Securities), if the Borrower shall determine to register any of its shares of Common Stock for its own account, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Borrower will: (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders promptly give to effect a Demand Registration, the Company shall give Lender written notice of thereof; and (b) use its best efforts to include in such request to each registration (and any related qualification under the blue sky laws or other Holder of compliance), and in any underwriting involved therein, all the Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) specified in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to or requests, made by Lender within Twenty (20) days after the Company delivered no later than ten (10) Business Days following receipt of written notice from the Company, to include Borrower is given. Such written request may specify all or any portion a part of their Lender's Registrable Securities, and shall specify that the Lender's Registrable Securities are intended to be sold in such Demand Registration (subject to SECTION 2.4(a))a public distribution. If the Demand Registration registration of which the Borrower gives notice is in for a registered public offering involving an underwriting, the form Borrower shall so advise the Lender as a part of an underwritten offeringthe written notice. In such event, the right of each Non-Initiating Holder the Lender to have Registrable Securities included in such Demand Registration registration pursuant to this SECTION 2.2(a) agreement shall be conditioned upon each Non-Initiating Holder entering into Lender's participation in such underwriting and the inclusion of the Lender's Registrable Securities in the underwriting to the extent provided herein. The Lender shall (together with the Initiating Demand HoldersBorrower) enter into an underwriting agreement in customary form with the IM Underwriter representative of the underwriter or underwriters selected by the Borrower. Notwithstanding any other provisions of this agreement, if the representative of the underwriters advises the Borrower in writing that marketing factors require a limitation on the same terms as the Initiating Demand Holders. Subject number of shares to SECTION 2.4be underwritten, the Company representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Borrower shall use its reasonable best efforts (within ten (10) Business Days so advise the Lender, and the number of the notice provided for above) shares of securities that are entitled to cause the IM Underwriter to permit the Non-Initiating Holders to participate be included in the Incidental Registration registration and underwriting shall be allocated first to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities Borrower for securities being sold for its own account and thereafter to the account Lender, pro rata with any other holders of Common Stock having registration rights. If the Lender does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Borrower or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Borrower shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion pro rata amongst those persons requesting inclusion. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2 hereof shall be borne by the Borrower. In the case of each registration effected by the Borrower pursuant to this agreement, the Borrower will keep Lender advised in writing as to the initiation of each registration and as to the completion thereof, at its expense, the Borrower will use its best efforts to: (a) Keep such registration effective for a period of one hundred twenty (120) days or until the Lender has completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (i) such 120-days period shall be extended for a period of time equal to the period the Lender refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Initiating Demand HoldersBorrower; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 145, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. (b) In Prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish such number of prospectuses and other documents incident thereto, including any Company Initiated Resale Registration amendment of or supplement to the prospectus, as the Lender from time to time may reasonably request; (d) Notify the Lender at any other time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration by statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Company statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of Lender, prepare and furnish to the Lender a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; and (e) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. Following the receipt The Borrower will indemnify Lender with respect to which registration, qualification, or compliance has been effected pursuant to this agreement against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of such notice, each Holder shall be entitled, by delivery or based on any untrue statement (or alleged untrue statement) of a written request material fact contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Borrower of the Securities Act or any rule or regulation thereunder applicable to the Company delivered no later than ten Borrower and relating to action or inaction required of the Borrower in connection with any such registration, qualification, or compliance, and will reimburse the Lender for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that the Borrower will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Borrower by the Lender and stated to be specifically for use therein. It is agreed that the indemnity provision contained in this agreement shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Borrower (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)which consent has not been unreasonably withheld). The right of each Holder to have Lender will, if Registrable Securities held by him are included in an offering pursuant the securities as to this SECTION 2.2(b) shall be conditioned (which such registration, qualification, or compliance is being effected, indemnify the Borrower, each of its directors, officers, partners, legal counsel, and accountants and each underwriter, if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4any, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for aboveBorrower's securities covered by such a registration statement, each person who controls the Borrower or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to cause state therein a material fact required to be stated therein or necessary to make the Company Underwriter to permit statements therein not misleading, and will reimburse the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms Borrower and conditions as the Issuer Unit Equivalents being sold its directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for the account of the Company any legal or any other Holderexpenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Borrower by the Lender and stated to be specifically for use therein; provided, however, that the obligation obligations of the Lender hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Lender (which consent shall not be unreasonably withheld). Each party entitled to indemnification under this agreement (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such Person to indemnify pursuant to claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such underwriting arrangements claim or any litigation resulting therefrom, shall be several, approved by the Indemnified Party (whose approval shall not joint and several, among such Persons selling Registrable Securitiesunreasonably be withheld), and the liability Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Person will Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. If the Indemnification provided for in this agreement is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion theretoas is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and providedopportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, further, that such liability will be limited to the net proceeds received extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. The Lender shall furnish to the Borrower such information regarding the Lender and the distribution proposed by such Person from the sale Lender as the Borrower may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in Section 2. The registration rights granted to the Lender herein may not be assigned, transferred or otherwise conveyed and shall not be transferred to the purchaser of hisany shares of Common Stock held by the Lender, her or its Registrable Securities pursuant to such registrationexcept upon the prior written consent of the Borrower.

Piggyback Registration Right. (a) Within ten The Company shall notify TBI-Mission West, LLC in writing at least fifteen (1015) Business Days following receipt by days prior to filing any registration statement under the Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a request from corporate reorganization or other transaction covered by Rule 145 promulgated under the Initiating Demand Holders Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to effect be included in a Demand Registration, registration statement covering the Company shall give written notice of such request to each other Holder sale of Registrable Securities which is known Securities) and will afford TBI-Mission West, LLC an opportunity to the Company to hold (together with its Affiliates) at least one percent (1%) include in such registration statement all or any part of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities then held by TBI-Mission West, LLC. If TBI-Mission West, LLC desires to include in any such registration statement all or any part of the Registrable Securities held by it, it shall, within five (an “Incidental Registration”5) in such registration. Following the days after receipt of such notice, each Nonthe above-Initiating Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities it wishes to include in such registration statement, and TBI-Mission West, LLC shall execute all customary agreements to be executed by holders when exercising piggyback registration rights. If TBI-Mission West, LLC decides not to include all or any portion of their its Registrable Securities in such Demand Registration any registration statement thereafter filed by the Company, it shall nevertheless continue to have the right to include any Registrable Securities it holds in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (subject to SECTION 2.4(a)). b) If a registration statement under which the Demand Registration Company gives notice under this Section 13 is in the form of for an underwritten offering, then the Company shall so advise TBI-Mission West, LLC. In such event, the right of each NonTBI-Initiating Holder to have Mission West, LLC’s Registrable Securities to be included in such Demand Registration a registration pursuant to this SECTION 2.2(a) Section 13 shall be conditioned upon each NonTBI-Initiating Holder entering Mission West, LLC’s participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. If TBI-Mission West, LLC proposes to distribute its Registrable Securities through such underwriting, it shall enter into (together with the Initiating Demand Holders) an underwriting agreement in customary form with the IM Underwriter managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Warrant, if the managing underwriter determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including the Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company and second, to TBI-Mission West, LLC and any other holders of piggyback registration rights on a pro rata basis based on the same terms as the Initiating Demand Holders. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration or any other registration by the Company after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder number of Registrable Securities which is known TBI-Mission West, LLC has requested, and the number of other registrable securities any other holder has requested, to be included in the registration. If TBI-Mission West, LLC disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice, given in accordance with Section 14 hereof, to the Company to hold (together with its Affiliates) and the underwriter, delivered at least one percent thirty (1%30) of the outstanding Issuer Units, at least twenty (20) Business Days days prior to the proposed filing effective date of the Registration Statementregistration statement. Following the receipt of Any Registrable Securities excluded or withdrawn from such notice, each Holder underwriting shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice excluded and withdrawn from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for the account of the Company or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.

Piggyback Registration Right. (a) Within ten (10) Business Days following receipt by If at any time prior to the Company expiration of a request from the Initiating Demand Holders to effect a Demand Registration, Registration Period the Company shall give written notice of such request determine (i) to each other Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, the right of each Non-Initiating Holder to have Registrable Securities included in such Demand Registration pursuant to this SECTION 2.2(a) shall be conditioned upon each Non-Initiating Holder entering into (together file with the Initiating Demand Holders) Securities and Exchange Commission a Registration Statement relating to an underwriting agreement in customary form with the IM Underwriter on the same terms as the Initiating Demand Holders. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration or any other registration by the Company after the IPO, whether for its own account or for the benefit account of any Holders or both other holder of its equity securities (other than a registration statement securities being registered on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any successor theretoacquisition of any entity or business or equity securities issuable in connection with 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 give written notice send to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing date of the Registration Statement. Following the receipt written notice of such noticedetermination and, each if within fifteen (15) days after the date such notice is given, a Holder shall be entitled, by delivery of a written so request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4writing, the Company shall use its reasonable best efforts (within ten (10) Business Days include in such Registration Statement and/or include in such underwritten offering, as applicable, all or any part of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their such Holder’s Registrable Securities that the Holder requests to be registered and/or included in such the underwritten offering, as applicable, except that if, in connection with any underwritten offering on the same terms and conditions as the Issuer Unit Equivalents being sold 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 or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be severalobligated 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. In connection with the exercise of the foregoing registration rights, not joint the Company and severaleach Holder electing to participate in such registration shall enter into customary indemnification agreements with respect to the accuracy of information contained in or, among such Persons selling Registrable Securities, and in the liability case of the indemnity to be provided by each such Person will be in proportion theretoHolder, and providedprovided specifically for inclusion in, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registrationapplicable Registration Statement.

Piggyback Registration Right. If the Borrower shall determine to register any of its shares of Common Stock for its own account, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Borrower will: (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders promptly give to effect a Demand Registration, the Company shall give Lender written notice of thereof; and (b) use its best efforts to include in such request to each registration (and any related qualification under the blue sky laws or other Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distributioncompliance), and offer in any underwriting involved therein, all the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”i.e. the common shares issuable upon conversion of the Note) specified in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to or requests, made by Lender within Twenty (20) days after the Company delivered no later than ten (10) Business Days following receipt of written notice from the Company, to include Borrower is given. Such written request may specify all or any portion a part of their Lender's Registrable Securities, and shall specify that the Lender's Registrable Securities are intended to be sold in such Demand Registration (subject to SECTION 2.4(a))a public distribution. If the Demand Registration registration of which the Borrower gives notice is in for a registered public offering involving an underwriting, the form Borrower shall so advise the Lender as a part of an underwritten offeringthe written notice. In such event, the right of each Non-Initiating Holder the Lender to have Registrable Securities included in such Demand Registration registration pursuant to this SECTION 2.2(a) agreement shall be conditioned upon each Non-Initiating Holder entering into Lender's participation in such underwriting and the inclusion of the Lender's Registrable Securities in the underwriting to the extent provided herein. The Lender shall (together with the Initiating Demand HoldersBorrower) enter into an underwriting agreement in customary form with the IM Underwriter representative of the underwriter or underwriters selected by the Borrower. Notwithstanding any other provisions of this agreement, if the representative of the underwriters advises the Borrower in writing that marketing factors require a limitation on the same terms as the Initiating Demand Holders. Subject number of shares to SECTION 2.4be underwritten, the Company representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Borrower shall use its reasonable best efforts (within ten (10) Business Days so advise the Lender, and the number of the notice provided for above) shares of securities that are entitled to cause the IM Underwriter to permit the Non-Initiating Holders to participate be included in the Incidental Registration registration and underwriting shall be allocated first to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities Borrower for securities being sold for its own account and thereafter to the account Lender, pro rata with any other holders of Common Stock having registration rights. If the Lender does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Borrower or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Borrower shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion pro rata amongst those persons requesting inclusion. All registration expenses incurred in connection with any registration, qualification or compliance pursuant to Section 3 hereof shall be borne by the Borrower. In the case of each registration effected by the Borrower pursuant to this agreement, the Borrower will keep Lender advised in writing as to the initiation of each registration and as to the completion thereof, at its expense, the Borrower will use its best efforts to: (a) Keep such registration effective for a period of one hundred twenty (120) days or until the Lender has completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (i) such 120-days period shall be extended for a period of time equal to the period the Lender refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Initiating Demand HoldersBorrower; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 145, or any successor rule under the Securities Act of 1933, as amended (the "Securities Act"), permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") in the registration statement. (b) In Prepare and file with the Securities and Exchange Commission (the "Commission") such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish such number of prospectuses and other documents incident thereto, including any Company Initiated Resale Registration amendment of or supplement to the prospectus, as the Lender from time to time may reasonably request; (d) Notify the Lender at any other time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration by statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Company statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of Lender, prepare and furnish to the Lender a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; and (e) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. Following the receipt The Borrower will indemnify Lender with respect to which registration, qualification, or compliance has been effected pursuant to this agreement against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of such notice, each Holder shall be entitled, by delivery or based on any untrue statement (or alleged untrue statement) of a written request material fact contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Borrower of the Securities Act or any rule or regulation thereunder applicable to the Company delivered no later than ten Borrower and relating to action or inaction required of the Borrower in connection with any such registration, qualification, or compliance, and will reimburse the Lender for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that the Borrower will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Borrower by the Lender and stated to be specifically for use therein. It is agreed that the indemnity provision contained in this agreement shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Borrower (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)which consent has not been unreasonably withheld). The right of each Holder to have Lender will, if Registrable Securities held by him are included in an offering pursuant the securities as to this SECTION 2.2(b) shall be conditioned (which such registration, qualification, or compliance is being effected, indemnify the Borrower, each of its directors, officers, partners, legal counsel, and accountants and each underwriter, if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4any, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for aboveBorrower's securities covered by such a registration statement, each person who controls the Borrower or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to cause state therein a material fact required to be stated therein or necessary to make the Company Underwriter to permit statements therein not misleading, and will reimburse the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms Borrower and conditions as the Issuer Unit Equivalents being sold its directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for the account of the Company any legal or any other Holderexpenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Borrower by the Lender and stated to be specifically for use therein; provided, however, that the obligation obligations of the Lender hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Lender (which consent shall not be unreasonably withheld). Each party entitled to indemnification under this agreement (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such Person to indemnify pursuant to claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such underwriting arrangements claim or any litigation resulting therefrom, shall be several, approved by the Indemnified Party (whose approval shall not joint and several, among such Persons selling Registrable Securitiesunreasonably be withheld), and the liability Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this section, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Person will Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. If the Indemnification provided for in this agreement is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion theretoas is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and providedopportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, further, that such liability will be limited to the net proceeds received extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. The Lender shall furnish to the Borrower such information regarding the Lender and the distribution proposed by such Person from the sale of hisLender as the Borrower may reasonably request in writing and as shall be reasonably required in connection with any registration, her qualification, or its Registrable Securities pursuant compliance referred to such registrationin Section 3. The registration rights granted to the Lender herein may be freely assigned, transferred or otherwise conveyed.

Piggyback Registration Right. In further consideration of the Lender's extending credit and other financing accommodations to Borrower, the Borrower hereby agrees that with respect to all previously unregistered shares of common stock held by the Borrower, whether issued for cash or for conversion of the Notes ("Registrable Securities"), if the Borrower shall determine to register any of its shares of Common Stock for its own account, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Borrower will: (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders promptly give to effect a Demand Registration, the Company shall give Lender written notice of thereof; and (b) use its best efforts to include in such request to each registration (and any related qualification under the blue sky laws or other Holder of compliance), and in any underwriting involved therein, all the Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) specified in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to or requests, made by Lender within Twenty (20) days after the Company delivered no later than ten (10) Business Days following receipt of written notice from the Company, to include Borrower is given. Such written request may specify all or any portion a part of their Lender's Registrable Securities, and shall specify that the Lender's Registrable Securities are intended to be sold in such Demand Registration (subject to SECTION 2.4(a))a public distribution. If the Demand Registration registration of which the Borrower gives notice is in for a registered public offering involving an underwriting, the form Borrower shall so advise the Lender as a part of an underwritten offeringthe written notice. In such event, the right of each Non-Initiating Holder the Lender to have Registrable Securities included in such Demand Registration registration pursuant to this SECTION 2.2(a) agreement shall be conditioned upon each Non-Initiating Holder entering into Lender's participation in such underwriting and the inclusion of the Lender's Registrable Securities in the underwriting to the extent provided herein. The Lender shall (together with the Initiating Demand HoldersBorrower) enter into an underwriting agreement in customary form with the IM Underwriter representative of the underwriter or underwriters selected by the Borrower. Notwithstanding any other provisions of this agreement, if the representative of the underwriters advises the Borrower in writing that marketing factors require a limitation on the same terms as the Initiating Demand Holders. Subject number of shares to SECTION 2.4be underwritten, the Company representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Borrower shall use its reasonable best efforts (within ten (10) Business Days so advise the Lender, and the number of the notice provided for above) shares of securities that are entitled to cause the IM Underwriter to permit the Non-Initiating Holders to participate be included in the Incidental Registration registration and underwriting shall be allocated first to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities Borrower for securities being sold for its own account and thereafter to the account Lender, pro rata with any other holders of Common Stock having registration rights. If the Lender does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Borrower or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Borrower shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion pro rata amongst those persons requesting inclusion. All registration expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2 hereof shall be borne by the Borrower. In the case of each registration effected by the Borrower pursuant to this agreement, the Borrower will keep Lender advised in writing as to the initiation of each registration and as to the completion thereof, at its expense, the Borrower will use its best efforts to: (a) Keep such registration effective for a period of one hundred twenty (120) days or until the Lender has completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (i) such 120-days period shall be extended for a period of time equal to the period the Lender refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Initiating Demand HoldersBorrower; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 145, or any successor rule under the Securities Act of 1933, as amended (the "Securities Act"), permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") in the registration statement. (b) In Prepare and file with the Securities and Exchange Commission (the "Commission") such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish such number of prospectuses and other documents incident thereto, including any Company Initiated Resale Registration amendment of or supplement to the prospectus, as the Lender from time to time may reasonably request; (d) Notify the Lender at any other time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration by statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Company statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of Lender, prepare and furnish to the Lender a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; and (e) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. Following the receipt The Borrower will indemnify Lender with respect to which registration, qualification, or compliance has been effected pursuant to this agreement against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of such notice, each Holder shall be entitled, by delivery or based on any untrue statement (or alleged untrue statement) of a written request material fact contained in any prospectus, offering circular, or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Borrower of the Securities Act or any rule or regulation thereunder applicable to the Company delivered no later than ten Borrower and relating to action or inaction required of the Borrower in connection with any such registration, qualification, or compliance, and will reimburse the Lender for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that the Borrower will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Borrower by the Lender and stated to be specifically for use therein. It is agreed that the indemnity provision contained in this agreement shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Borrower (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)which consent has not been unreasonably withheld). The right of each Holder to have Lender will, if Registrable Securities held by him are included in an offering pursuant the securities as to this SECTION 2.2(b) shall be conditioned (which such registration, qualification, or compliance is being effected, indemnify the Borrower, each of its directors, officers, partners, legal counsel, and accountants and each underwriter, if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4any, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for aboveBorrower's securities covered by such a registration statement, each person who controls the Borrower or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to cause state therein a material fact required to be stated therein or necessary to make the Company Underwriter to permit statements therein not misleading, and will reimburse the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms Borrower and conditions as the Issuer Unit Equivalents being sold its directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for the account of the Company any legal or any other Holderexpenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Borrower by the Lender and stated to be specifically for use therein; provided, however, that the obligation obligations of the Lender hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Lender (which consent shall not be unreasonably withheld). Each party entitled to indemnification under this agreement (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such Person to indemnify pursuant to claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such underwriting arrangements claim or any litigation resulting therefrom, shall be several, approved by the Indemnified Party (whose approval shall not joint and several, among such Persons selling Registrable Securitiesunreasonably be withheld), and the liability Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this section, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Person will Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. If the Indemnification provided for in this agreement is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion theretoas is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and providedopportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, further, that such liability will be limited to the net proceeds received extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. The Lender shall furnish to the Borrower such information regarding the Lender and the distribution proposed by such Person from the sale of hisLender as the Borrower may reasonably request in writing and as shall be reasonably required in connection with any registration, her qualification, or its Registrable Securities pursuant compliance referred to such registrationin Section 2. The registration rights granted to the Lender herein may be freely assigned, transferred or otherwise conveyed.

Piggyback Registration Right. For a period of five years after the Closing Date, the PURO Members shall have “piggyback” registration rights with respect to the Common Stock received pursuant to the terms of this Agreement (the “Registrable Securities”) if the Parent proposes to register (including for this purpose a registration effected by the Parent for stockholders other than the PURO Members) any of its Common Stock under the Securities Act in connection with the public offering of such securities (other than in an Excluded Registration). The Parent shall promptly give the PURO Members notice of such registration. Upon the request of the PURO Members, the Parent shall, subject to the restrictions set forth in this Section 7.7, cause to be registered all of the Registrable Securities that each such PURO Member has requested to be included in such registration. The Parent shall have the right to terminate or withdraw any registration initiated by it under this Section 7.7 before the effective date of such registration, whether or not any PURO Member has elected to include Registrable Securities in such registration. The expenses of such withdrawn registration shall be borne by the Parent. In connection with any offering involving an underwriting of shares of the Parent’s capital stock, the Parent shall not be required to include any of the PURO Members’ Registrable Securities in such underwriting unless the PURO Members accept the terms of the underwriting as agreed upon between the Parent and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Parent. If the total number of securities, including Registrable Securities, requested by PURO Members to be included in such offering exceeds the number of securities to be sold (other than by the Parent) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Parent shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Parent in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling PURO Members in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling PURO Member or in such other proportions as shall mutually be agreed to by all such selling PURO Members. Notwithstanding the foregoing, in no event shall (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders to effect a Demand Registration, the Company shall give written notice of such request to each other Holder number of Registrable Securities which is known to included in the Company to hold offering be reduced unless all other securities held by (together with its Affiliatesi) at least one holders of record of the Parent’s securities as of the Closing Date or (ii) other holders of record of the Parent’s securities that are not the PURO Members and acquire such securities after the Closing Date as consideration for a merger, stock sales, asset acquisition, reorganization or other similar transaction, are first entirely excluded from the offering, or (b) after the two year anniversary of the Closing Date, the number of Registrable Securities included in the offering be reduced below ten percent (110%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan total number of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, the right of each Non-Initiating Holder to have Registrable Securities securities included in such Demand Registration offering. For purposes of this Section 7.7, “Excluded Registration” shall mean (A) a registration relating to the sale or grant of securities to employees of the Parent or a subsidiary pursuant to this SECTION 2.2(aa stock option, stock purchase, equity incentive or similar plan; (B) shall be conditioned upon each Non-Initiating Holder entering into a registration relating to an SEC Rule 145 transaction; (together with the Initiating Demand HoldersC) an underwriting agreement in customary a registration on any form with the IM Underwriter on that does not include substantially the same terms information as the Initiating Demand Holders. Subject would be required to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate be included in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration or any other registration by the Company after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing date of the Registration Statement. Following the receipt of such notice, each Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for the account of the Company or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from covering the sale of histhe Registrable Securities; or (D) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. For the avoidance of doubt, her none of the PURO Members shall be entitled to have any Registerable Securities purchased by an underwriter or its Registrable Securities pursuant to such registrationthe investors in any of the Parent’s registered offerings.

Piggyback Registration Right. (a) Within ten (10) Business Days following receipt In addition to the demand right of registration, the Holder of this Warrants shall have the right for a period of five years commencing on the Commencement Date, to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8); provided, however, that if, in the written opinion of a request from the Initiating Demand Holders to effect a Demand RegistrationCompany’s managing underwriter or underwriters, if any, for such offering, the Company shall give written notice inclusion of such request to each other Holder of the Registrable Securities which is known Securities, when added to the securities being registered by the Company to hold or the selling stockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (together with its Affiliatesi) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distributiona price reasonably related to their then current market value, and offer (ii) without materially and adversely affecting the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such noticeentire offering, each Non-Initiating Holder shall be entitled, by delivery of a written request to then the Company delivered no later than ten (10) Business Days following receipt of notice from will still be required to include the CompanyRegistrable Securities, but may require the Holder to agree, in writing, to include delay the sale of all or any portion of their the Registrable Securities for a period of 90 days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all stockholders in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, the right of each Non-Initiating Holder to have Registrable Securities included in public offering during such Demand Registration pursuant to this SECTION 2.2(a) 90 day period shall be conditioned upon each Non-Initiating apportioned pro rata among all such selling stockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling stockholders, including all holders of the Registrable Securities. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, but the Holder entering into (together with shall pay any and all underwriting commissions related to the Initiating Demand Holders) an underwriting agreement in customary form with Registrable Securities. In the IM Underwriter on the same terms as the Initiating Demand Holders. Subject to SECTION 2.4event of such a proposed registration, the Company shall use its reasonable best efforts furnish the then Holder of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holder shall continue to be given for each applicable registration statement filed (during the period in which this Warrant is exercisable) by the Company until such time as all of the Registrable Securities have been registered and sold. The Holder of the Registrable Securities shall exercise the “piggy back” rights provided for herein by giving written notice, within ten (10) Business Days days of the receipt of the Company’s notice provided of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for above) to cause at least nine months from the IM Underwriter to permit date that the Non-Initiating Holders to participate in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as Holder of the Registrable Securities being sold for was first given the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration or any other registration by the Company after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice opportunity to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing date of the Registration Statement. Following the receipt sell all of such notice, each Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for the account of the Company or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registrationsecurities.

Piggyback Registration Right. (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders to effect a Demand Registration, the Company shall give written notice of such request to each other Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or At any portion of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, the right of each Non-Initiating Holder to have Registrable Securities included in such Demand Registration pursuant to this SECTION 2.2(a) shall be conditioned upon each Non-Initiating Holder entering into (together with the Initiating Demand Holders) an underwriting agreement in customary form with the IM Underwriter on the same terms as the Initiating Demand Holders. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration or any other registration by the Company time after the IPOClosing, whether if ITC proposes to file a registration statement under the Securities Act with respect to an offering of its equity securities (i) for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 (or any successor theretosubstitute form that may be adopted by the Securities and Exchange Commission)) or (ii) for the account of any holders of its securities (including pursuant to a demand registration), the Company then ITC shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the such proposed filing date to all SCANA Holders (as defined below) as soon as practicable (but in any event not less than five business days before the anticipated filing date), and such notice shall offer the SCANA Holders the opportunity to register such number of Shares or Additional Shares (collectively, "Securities") as the Registration StatementSCANA Holders request. Following the receipt of such notice, each Holder Such registration shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for registration of ITC's or such other holders' securities (a "Piggyback Registration"). Notwithstanding anything contained herein, if the account lead underwriter of an offering involving a Piggyback Registration delivers a written opinion to ITC that the success of such offering would be materially and adversely affected by inclusion of all the securities requested to be included, then the number of Securities to be registered by the SCANA Holders shall be reduced, pro rata on the basis of the Company or number of Securities requested to be included by each such SCANA Holder, prior to any other Holderreduction in the number of Securities originally requested by them; provided, however, that the obligation ITC must provide prompt written notice of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited written -------- ------- opinion to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to SCANA Holders participating in such registration.. For purposes of this Section 3.5, "

Piggyback Registration Right. (a) Within ten If at any time after one year following the Effective Date and prior to two years following the Effective Date, RAI proposes to register RAI Common Stock under the Securities Act in connection with the public offering of such RAI Common Stock solely for cash (10other than a registration relating solely to (i) Business Days following receipt by the Company sale of securities to participants in an RAI stock option plan, stock purchase plan, savings or similar plan, (ii) the sale of securities as part of an acquisition, merger or exchange of stock or (iii) a request from registration on any form which does not include substantially the Initiating Demand Holders to effect same information as would be included in a Demand Registrationregistration statement covering the sale of the Shares), RAI shall, at such time, promptly give the Company shall give Shareholders written notice of such registration. Upon the written request of any such Shareholder given within twenty (20) days after mailing of such notice by RAI, RAI shall use its best efforts to each other Holder of Registrable cause to be registered under the Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) Act all of the outstanding Issuer Units Shares that each Shareholder (the “Non-Initiating Holders”a "Participating Shareholder") which has requested to be registered; provided that each Participating Shareholder shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity furnish to register their Registrable Securities (an “Incidental Registration”) in RAI such registration. Following the receipt of such notice, each Non-Initiating Holder information as shall be entitled, by delivery of a written request required to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, effect registration; and provided further that RAI shall have the right of each Non-Initiating Holder to have Registrable Securities included in such Demand Registration postpone or withdraw any registration effected pursuant to this SECTION 2.2(aSection 6.11 (a) shall be conditioned upon each Non-Initiating Holder entering into (together with the Initiating Demand Holders) an underwriting agreement in customary form with the IM Underwriter on the same terms as the Initiating Demand Holders. Subject without obligation to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holdersany Shareholder. (b) RAI is obligated to effect only two (2) such registrations under this Section 6.11. (c) The Participating Shareholders shall bear an equitable portion of all expenses incurred in connection with any registration, filing or qualification of their Shares including, without limitation, all registration, filing, and qualification fees, printing and accounting fees relating or apportionable thereto, disbursements of counsel and underwriting discounts and commissions relating thereto. (d) In connection with any Company Initiated Resale Registration or underwritten offering, RAI shall not be required to include any other registration by the Company after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to Shares in such underwriting unless the proposed filing date Participating Shareholders accept the terms of the Registration Statement. Following underwriting as agreed upon between RAI and the receipt of such noticeunderwriters selected by RAI, each Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities and then only in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included quantity as the underwriters determine in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with their sole discretion will not jeopardize the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days success of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for the account of the Company or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registrationRAI.

Piggyback Registration Right. (a) Within ten (10) Business Days following receipt by If the Company of a request from the Initiating Demand Holders proposes to ---------------------------- effect a Demand RegistrationPublic Offering, the Company shall give must, not later than the date of the initial filing of a registration statement pertaining thereto, provide written notice of such request to each other Holder of Registrable Securities which is known thereof to the Company to hold (together with its Affiliates) at least one percent (1%) Holders of the outstanding Issuer Units (Warrants and Warrant Shares. Each such Holder will have the “Non-Initiating Holders”) which shall describe the anticipated filing dateright, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) in such registration. Following the within 20 days after receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery to request (which request will indicate the intended method of a written request to distribution) that the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, the right of each Non-Initiating Holder to have Registrable Securities included in such Demand Registration Holder's Warrant Shares for sale pursuant to this SECTION 2.2(a) shall be conditioned upon each Non-Initiating Holder entering into (together with the Initiating Demand Holders) an underwriting agreement in customary form with the IM Underwriter on the same terms as the Initiating Demand Holders. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holdersregistration statement. (b) In connection with any The Company Initiated Resale Registration or will include in such Public Offering all the Warrant Shares for which it receives notice pursuant to Section 5.2(a), unless the managing underwriter for such Public Offering (the "Managing Underwriter") -------------------- determines that, in its opinion, the number of Warrant Shares that the Holders of Warrants and Warrant Shares (the "Requesting Holders") ------------------ have requested to be sold in such Public Offering, plus the total number of Shares that the Company and any other registration selling stockholders entitled to sell Shares in such Public Offering propose to sell in such Public Offering, exceed the maximum number of Shares that may be distributed without materially adversely affecting the price, timing or distribution of the Shares to be sold by the Company after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto)Company. In such event, the Company shall give written notice will be required to each Holder include in such Public Offering only that number of Registrable Securities Warrant Shares which the Managing Underwriter believes may be sold without causing such adverse effect in the following order: (i) all the Shares that the Company proposes to sell in such Public Offering, (ii) all Shares that are proposed to be sold by any holder of Shares who is exercising a demand registration right existing on the date of the issuance of the Warrants, if such Public Offering is being made pursuant to such demand and (iii) Warrant Shares of the Requesting Holders and all other Shares that are proposed to be sold by any holder of Shares on a pro rata basis in an aggregate number which is known equal to the difference between the maximum number of Shares that may be distributed in such Public Offering as determined by the Managing Underwriter and the number of Shares to be sold in such Public Offering pursuant to clauses (i) and (ii) above. The Company will have the right to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days postpone or withdraw any registration statement prior to the proposed filing effective date of the Registration Statement. Following the receipt of such notice, each Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for the account of the Company or any other Holder; provided, that the without obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registrationRequesting Holder.

Piggyback Registration Right. For a period of five years after the Closing Date, the LED Supply Members shall have “piggyback” registration rights with respect to the Common Stock received pursuant to the terms of this Agreement (the “Registrable Securities”) if the Parent proposes to register (including for this purpose a registration effected by the Parent for stockholders other than the LED Supply Members) any of its Common Stock under the Securities Act in connection with the public offering of such securities (other than in an Excluded Registration). The Parent shall promptly give the LED Supply Members notice of such registration. Upon the request of the LED Supply Members, the Parent shall, subject to the restrictions set forth in this Section 7.7, cause to be registered all of the Registrable Securities that each such LED Supply Member has requested to be included in such registration. The Parent shall have the right to terminate or withdraw any registration initiated by it under this Section 7.7 before the effective date of such registration, whether or not any LED Supply Member has elected to include Registrable Securities in such registration. The expenses of such withdrawn registration shall be borne by the Parent. In connection with any offering involving an underwriting of shares of the Parent’s capital stock, the Parent shall not be required to include any of the LED Supply Members’ Registrable Securities in such underwriting unless the LED Supply Members accept the terms of the underwriting as agreed upon between the Parent and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Parent. If the total number of securities, including Registrable Securities, requested by LED Supply Members to be included in such offering exceeds the number of securities to be sold (other than by the Parent) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Parent shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Parent in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling LED Supply Members in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling LED Supply Member or in such other proportions as shall mutually be agreed to by all such selling LED Supply Members. Notwithstanding the foregoing, in no event shall (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders to effect a Demand Registration, the Company shall give written notice of such request to each other Holder number of Registrable Securities which is known to included in the Company to hold offering be reduced unless all other securities held by (together with its Affiliatesi) at least one holders of record of the Parent’s securities as of the Closing Date or (ii) other holders of record of the Parent’s securities that are not the LED Supply Members and acquire such securities after the Closing Date as consideration for a merger, stock sales, asset acquisition, reorganization or other similar transaction, are first entirely excluded from the offering, or (b) after the two year anniversary of the Closing Date, the number of Registrable Securities included in the offering be reduced below ten percent (110%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan total number of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, the right of each Non-Initiating Holder to have Registrable Securities securities included in such Demand Registration offering. For purposes of this Section 7.7, “Excluded Registration” shall mean (A) a registration relating to the sale or grant of securities to employees of the Parent or a subsidiary pursuant to this SECTION 2.2(aa stock option, stock purchase, equity incentive or similar plan; (B) shall be conditioned upon each Non-Initiating Holder entering into a registration relating to an SEC Rule 145 transaction; (together with the Initiating Demand HoldersC) an underwriting agreement in customary a registration on any form with the IM Underwriter on that does not include substantially the same terms information as the Initiating Demand Holders. Subject would be required to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate be included in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration or any other registration by the Company after the IPO, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, at least twenty (20) Business Days prior to the proposed filing date of the Registration Statement. Following the receipt of such notice, each Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents being sold for the account of the Company or any other Holder; provided, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from covering the sale of histhe Registrable Securities; or (D) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. For the avoidance of doubt, her none of the LED Supply Members shall be entitled to have any Registerable Securities purchased by an underwriter or its Registrable Securities pursuant to such registrationthe investors in any of the Parent’s registered offerings.

Piggyback Registration Right. (a) Within ten (10) Business Days following receipt by the Company of a request from the Initiating Demand Holders to effect a Demand Registration, the Company shall give written notice of such request to each other Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units (the “Non-Initiating Holders”) which shall describe the anticipated filing date, the proposed registration and plan of distribution, and offer the Non-Initiating Holders the opportunity to register their Registrable Securities (an “Incidental Registration”) in such registration. Following the receipt of such notice, each Non-Initiating Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of their Registrable Securities in such Demand Registration (subject to SECTION 2.4(a)). If the Demand Registration is in the form of an underwritten offering, the The right of each Non-Initiating Holder to have Registrable Securities included in such a Demand Registration pursuant to this SECTION 2.2(a) shall be conditioned upon each Non-Initiating Holder entering into (together with the Initiating Demand Holders) an underwriting agreement in customary form with the IM Underwriter on the same terms as the Initiating Demand Holders. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the IM Underwriter to permit the Non-Initiating Holders to participate in the Incidental Registration to include their Registrable Securities in such offering on the same terms and conditions as the Registrable Securities being sold for the account of the Initiating Demand Holders. (b) In connection with any Company Initiated Resale Registration or any other registration by the Company after the IPOCompany, whether for its own account or for the benefit of any Holders or both (other than a registration statement on Form S-4 or S-8 or any successor thereto), the Company shall give written notice to each Holder of Registrable Securities which is known to the Company to hold (together with its Affiliates) at least one percent (1%) of the outstanding Issuer Units, all Holders at least twenty (20) Business Days prior to the proposed filing date of the Registration Statement. Following the receipt of such notice, each Holder shall be entitled, by delivery of a written request to the Company delivered no later than ten (10) Business Days following receipt of notice from the Company, to include all or any portion of its Registrable Securities in such offering (subject to SECTION 2.4(b)). The right of each Holder to have Registrable Securities included in an offering pursuant to this SECTION 2.2(b) shall be conditioned (if an underwritten offering) upon each Holder entering into (together with the Company) an underwriting agreement in customary form with the Company Underwriter. Subject to SECTION 2.4, the Company shall use its reasonable best efforts (within ten (10) Business Days of the notice provided for above) to cause the Company Underwriter to permit the Holders to participate in a registration pursuant to this SECTION 2.2(b) to include their Registrable Securities in such offering on the same terms and conditions as the Issuer Unit Equivalents Registrable Securities being sold for the account of the Company or any other Holder; provided, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested, and (iv) such other matters customarily included in representations, warranties or indemnities by selling securityholders in offerings of such type as may be reasonably requested; provided, further, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.