Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combinationthe Initial Issue Date, if the Company shall determine to proceed prepare and file with the actual preparation and filing of Commission a new registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 stock option or other limited purpose form)employee benefit plans, the Company will give shall send to each Holder a written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand if, within 15 calendar days after receipt the date of such notice, the Holder (or any such notice from the Companypermitted successor or assign) shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included shall include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockWarrant Shares and Conversion Shares that such Holder requests to be registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at shall not be required to register any time, abandoning Warrant Shares or delaying any registration. If any registration Conversion Shares pursuant to this Section 4.2 shall be 5 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering is a firm-commitment underwritten in whole or in partoffering, the Company may require that exclude the Requested Stock Warrant Shares and/or Conversion Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Warrant Shares and/or Conversion Shares are required to be included excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included, and as to each such Holder, among the Warrant Shares and Conversion Shares as elected by such Holder. In the case of inclusion in a firm-commitment underwritten offering, the underwriting Holders must sell their Warrant Shares and Conversion Shares on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested set by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in underwriters for shares of Common Stock to be sold for the good faith judgment account of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject In addition to the last sentence of this Company’s agreement pursuant to Section 4.22(a) above, if the Company shall, at any time after a Business Combinationduring the Effectiveness Period or as contemplated pursuant to Section 2(c) and ending when all Registrable Securities have been sold by Holders, if the Company shall determine (i) to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and register for sale of any of its securities Common Stock in an underwritten offering, or (ii) to file a registration statement covering the resale of any shares of the Common Stock held by it or any of its security holders shareholders (other than a the registration statement on Form X-0, X-0 or other limited purpose formcontemplated in Section 2(a) above), the Company will give shall provide written notice of its determination to the Investor or its nomineeHolders, which notice shall be provided no less than fifteen (15) calendar days prior to the filing of such applicable registration statement (the “Company Notice”). Upon In that event, the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt right of any such notice from the Company, the Company will, except as herein provided, cause all of Holder to include the Registrable Securities covered by in such a registration shall be conditioned upon such Xxxxxx’s written request to participate which shall be delivered to the Company within ten (10) calendar days after the “Requested Stock”Company Notice, as well as such Xxxxxx’s participation in such underwriting (if applicable, for purposes of this paragraph) held by and the Investors making inclusion of such request Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the “Requesting Holders”Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting. Notwithstanding anything herein to the contrary, if the underwriter determines that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of Registrable Securities to be included in such registration statement (each, a “Piggy-Back Registration”), all and underwriting shall be allocated first to the extent requisite Company, then to permit all other selling stockholders, including the sale or other disposition by Holders, who have requested to sell in the prospective seller or sellers registration on a pro rata basis according to the number of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationshares requested to be included therein. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. The Company shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2 shall be underwritten in whole 2(d) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) or in part, that are the subject of a then-effective Registration Statement. The Company may require that postpone or withdraw the Requested Stock be included filing or the effectiveness of a piggyback registration at any time in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsits sole discretion.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time after a Business Combination, if the Company shall determine has registered or has determined to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it for its own account or any for the account of its other security holders of the Company on any registration form (other than Form S-4 or S-8 or a registration statement on Form X-0successor form, X-0 or any other limited purpose formform if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice of its determination thereof promptly (but in no event less than 15 days prior to the Investor or its nominee. Upon anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request from a majority-in-interest of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable SecuritiesSecurities of the applicable Holder, within 15 days after receipt subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of any such notice from the Company, and the managing underwriters advise the Company will, except as herein provided, cause all and the Investor Representative that in their reasonable opinion the number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) shares of Company Common Stock and other securities proposed to be included in such registration statement (each, a “Piggy-Back Registration”), all to exceeds the extent requisite to permit the sale or other disposition by the prospective seller or sellers Maximum Number of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in partShares, the Company may require that the Requested Stock be included shall include in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Companyregistration: (i) first, the number of shares of Requested Company Common Stock otherwise and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person. (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Company Common Stock or other securities other than the Holders (or, for the avoidance of doubt, their assignees) pursuant to a written agreement enforceable against the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the underwritten public offering may be reduced pro rata Maximum Number of Shares, then the Company shall include in such registration: (by i) first, the number of sharesshares of Company Common Stock and other securities requested to be included therein by the holder(s) among requesting such registration; (ii) second, the Requesting number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders and all other holders of registration rights who have requested inclusion registration of their securities Registrable Securities in accordance with Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or excluded in their entirety if so required conversion) by the underwriter. To Registrable Securities requested to be included by each such Holder; (iii) third, the extent only number of shares of Company Common Stock and other securities that the Company proposes to sell; and (iv) fourth, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person. (c) If any Piggyback Registration is a portion of the Requested Stock is included in the primary or secondary underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from have the market by the holders thereof for a periodright to select, not to exceed 90 daysin its sole discretion, which the managing underwriter reasonably determines is necessary or underwriters to administer any such offering. (d) The Company shall not grant to any person the right to request the Company to register any shares of Company Common Stock or other securities in order to effect the underwritten public offering. At a Piggyback Registration unless such time as rights are consistent with the provisions of the registration rights agreement filed as an exhibit to the registration statement relating this Section 2.02. (e) Each Holder may withdraw all or any part of its Registrable Securities (on its own behalf or on behalf of its applicable Designated Secured Lender) from a Piggyback Registration at any time by delivering written notice of such withdrawal request to the Company’s initial public offering may be exercised, the exercise and procedural provisions of unless such agreementPiggyback Registration is underwritten, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the in which case Registrable Securities with respect to Piggy-Back Registrationsmay not be withdrawn after the effective date of the applicable Registration Statement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if (a) If the Company shall determine to proceed with register any of its securities either for its own account or the actual preparation and filing account of a new shareholder(s) exercising demand registration statement rights, other than a registration relating solely to employee benefit plans, or a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act of 1933, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)covering the sale of the Stock, the Company will promptly give to the Founder written notice thereof and include in such registration (and any related qualification under blue sky laws), and in any underwriting involved therein, the number of its determination to the Investor or its nominee. Upon the Vested Shares specified in a written request from a majority-in-interest of made by the Registrable Securities, Founder within 15 fifteen (15) days after receipt of any such written notice from the Company, except as set forth in Section 4(b) below. (b) If the registration of which the Company willgives notice is for a registered public offering involving an underwriting, except as herein providedthe right of any Founder to registration shall be conditioned upon the Founder's participation in such underwriting and the inclusion of such Founder's Stock in the underwriting pursuant to an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section, cause if the underwriter reasonably determines that marketing factors require a limitation on the number of shares to be underwritten the underwriter may exclude some or all of the Registrable Securities covered by Stock with the number of shares that may be included in the registration and underwriting being allocated among the Founder and all other shareholders entitled to have securities included in such request (registration in proportion, as nearly as practicable, to the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) respective amounts of securities which they had requested to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, furtherhowever, that nothing herein shall prevent if the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, is for the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment account of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Companyshareholders exercising demand registration rights, the number of shares of Requested Stock otherwise to that may be included in by the underwritten public offering Founder shall be cut back entirely before any limitation on the number of shares that may be reduced pro rata included by such shareholders). (by number c) All expenses of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required shall be borne by the underwriter. To Company, except underwriting discounts and selling commissions applicable to the extent only a portion sale of the Requested any of Founder's Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held being sold in the same registration by such holders other shareholders, which shall be withheld from the market borne by the holders thereof for a period, not to exceed 90 days, which Founder and such other shareholders pro rata on the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions basis of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions number of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationstheir shares registered.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time after a Business Combination, if or from time to time between the Filing Deadline Date and the expiration of the Effectiveness Period the Company shall determine propose to proceed with the actual preparation and filing of a new registration statement register any Common Stock for public sale under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form“Company Registration”), the Company will shall give the Holders prompt written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included proposed registration and shall include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the other securities otherwise being sold through included in such registration such number of shares of Registrable Common Stock as the underwritersHolders shall request within five (5) business days after the giving of such notice (a “Piggyback Registration”); provided, however, that the Company may at any time prior to the effectiveness of any such registration statement, in its sole discretion and without the consent of the Holders, abandon the proposed offering in which the Holders had requested to participate (provided that the Company gives the Holders prompt notice of such decision); and provided further that the Holders shall be entitled to withdraw any or all of its shares of Registrable Common Stock to be included in a registration statement under this Section 3(a) at any time prior to the date on which the registration statement with respect to such shares of Underlying Common Stock is declared effective by the SEC. In The Company shall be entitled to select the investment bankers and/or managers, if any, to be retained in connection with any registration referred to in this Section 3(a), provided such eventinvestment bankers and/or managers are reasonably acceptable to the Holders. (b) Notwithstanding anything to the contrary contained elsewhere herein, the Requesting Holders shallregistration rights granted to Stockholder in Section 3(a) are expressly subject to the following terms and conditions: (i) The Company shall not be obligated to include shares of Registrable Common Stock in an offering as contemplated by Section 3(a) if the Company is advised in writing by the managing underwriter or underwriters of such offering (with a copy to the Initial Holder), that the success of such offering would in its or their good faith judgment be jeopardized by such inclusion (after consideration of all relevant factors, including without limitation, the impact of any delay caused by including such shares); provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Common Stock in such offering, if requested any, as such underwriter or underwriters shall determine will not jeopardize the success of such offering. (ii) The Company shall not be obligated to include any shares of Underlying Common Stock in any registration by the underwritersCompany of any Common Stock in connection with any merger, execute an acquisition, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to the Securities Act, subscription offer, dividend reinvestment plan or stock option or other director or employee incentive or benefit plan. (iii) The Company shall use all commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested to be included in a registration of Common Stock pursuant to this Section 3 to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include the Holders’ Registrable Common Stock in such offering unless the Holders accept the terms of the underwriting agreement containing customary representations between the Company and warranties by selling stockholders the managing underwriter or underwriters and a lock-up on Registrable Securities not being soldotherwise complies with the provisions of Section 7 hereof. If the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment the total amount of securities, including securities requested to be included in a registration of Common Stock pursuant to this Section 3 and other similar securities, to be included in such offering is sufficiently large to jeopardize the success of such offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of the such managing underwriter or underwriters, be sold without creating any such jeopardy to the success of such public offering offering, to the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, Holders based upon the number of shares of Requested Registrable Common Stock otherwise requested to be included in such registration. (iv) In the underwritten public event that some but less than all of the Holders’ shares of Underlying Common Stock are included in an offering may be reduced pro rata (contemplated by number of shares) among a registration statement pursuant to this Section 3, the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities shall execute one or excluded more “lockup” letters in their entirety if so required the form attached hereto as Exhibit C, setting forth an agreement by the underwriter. To Holders not to offer for sale, sell, grant any option for the extent only a portion of the Requested Stock is included in the underwritten public offeringsale of, those or otherwise dispose of, directly or indirectly, any shares of Requested Stock which are thus excluded Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock, for a period of 90 days from the underwritten public date such offering and commences; provided, however, that if the period of any other securities such “lockup” applicable to the Company or any director, officer or affiliate of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsany such registration statement shall be less than ninety (90) days, then the period of time applicable to the Holders shall be such lesser period of time.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if (i) Whenever the Company shall determine proposes to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it under the Securities Act, either pursuant to an underwritten primary registration on behalf of the Company or any pursuant to an underwritten secondary registration on behalf of its security a holder or holders of the Company's securities (other than a registration statement on Form X-0, Xxxx X-0 or other limited purpose any successor form) and the registration form to be used may be used for the registration of any Registrable Securities (a "Piggyback Registration"), the Company will give written notice to each holder of Registrable Securities of its determination intention to effect such a registration and will include in such registration all Registrable Securities (subject to, and in accordance with, the Investor or its nominee. Upon priorities set forth in Section 6(b)(ii) hereof), with respect to which the Company has received written request from a majority-in-interest requests for inclusion within ten (10) days after delivery of the Company's notice to each holder of Registrable Securities. (ii) If the managing underwriter(s) advise the Company in writing, within 15 days after receipt or the Board of any such notice from the CompanyDirectors determines, that in their opinion, the Company will, except as herein provided, cause all number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) requested to be included in such registration statement exceeds the number which can be sold in such offering without adversely affecting the marketability or pricing thereof, the Company will include in such registration up to an aggregate amount determined advisable by such underwriter(s): (eachi) first, a “Piggy-Back any shares of Common Stock that the Company desires to register; (ii) second, any shares of Common Stock requested to be registered by the holder(s) of Common Stock pursuant to which the Registration Statement is being filed and to which the holders of Registrable Securities hereunder are receiving Piggyback Registration”), all ; and (iii) pro rata among the holders of Registrable Securities on the basis of the number of Registrable Securities which are requested to be registered hereunder. (iii) Notwithstanding anything herein to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in partcontrary, the Company may require that withdraw any registration statement referred to in this Section 6(b) at any time in its sole discretion without thereby incurring any liability or expense to the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsSecurities.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.25.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Subscriber or its nomineenominee(s). Upon the written request from a majority-in-interest of the Registrable SecuritiesSubscriber, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”"REQUESTED STOCK") held by the Investors such Subscriber making such request (the “Requesting Holders”"REQUESTING HOLDERS") to be included in such registration statement (each, a “Piggy"PIGGY-Back Registration”BACK REGISTRATION"), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Subscribers prior to the Company’s initial public offering this Offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.25.2, 4.3 5.3 and 4.4 5.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration.

Piggyback Registration Rights. Subject In addition to the last sentence of this Company’s agreement pursuant to Section 4.22(a) above, if the Company shall, at any time after a Business Combinationduring the Effectiveness Period or as contemplated pursuant to Section 2(c) and ending when all Registrable Securities have been sold by Holders, if the Company shall determine (i) to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and register for sale of any of its securities Common Stock in an underwritten offering, or (ii) to file a registration statement covering the resale of any shares of the Common Stock held by it or any of its security holders stockholders (other than a (w) any registration statement on Form X-0S-8 or Form S-4, X-0 (x) any registration statement for an offering pursuant to Rule 415(a)(1)(x) under the Securities Act, except to the extent a prospectus for an immediate underwritten offering or other limited purpose forma prospectus covering the resale of any shares of the Common Stock held by any of its stockholders, in each case meeting the requirements of Section 10(a) of the Securities Act, is included therein at the initial effective time thereof, (y) any registration statement filed as contemplated by Section 2(a) above, and (z) any registration statement filed as contemplated by the Existing Registration Rights Agreements), the Company will give shall provide written notice of its determination to the Investor or its nomineeHolders, which notice shall be provided no less than fifteen (15) calendar days prior to the filing of such applicable registration statement (the “Company Notice”). Upon In that event, the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt right of any such notice from the Company, the Company will, except as herein provided, cause all of Holder to include the Registrable Securities covered by in such a registration shall be conditioned upon such Hxxxxx’s written request to participate which shall be delivered to the Company within ten (10) calendar days after the “Requested Stock”Company Notice, as well as such Hxxxxx’s participation in such underwriting (if applicable, for purposes of this paragraph) held by and the Investors making inclusion of such request Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the “Requesting Holders”Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting. Notwithstanding anything herein to the contrary, if the underwriter determines that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of Registrable Securities to be included in such registration statement (each, a “Piggy-Back Registration”), all and underwriting shall be allocated first to the extent requisite Company, then to permit all other selling stockholders, including the sale or other disposition by Holders, who have requested to sell in the prospective seller or sellers registration on a pro rata basis according to the number of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationshares requested to be included therein. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. The Company shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2 shall be underwritten in whole 2(d) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) or in part, that are the subject of a then-effective Registration Statement. The Company may require that postpone or withdraw the Requested Stock be included filing or the effectiveness of a piggyback registration at any time in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsits sole discretion.

Piggyback Registration Rights. Subject In addition to the last sentence of this Company’s agreement pursuant to Section 4.22(a) above, if the Company shall, at any time after a Business Combinationduring the Effectiveness Period or as contemplated pursuant to Section 2(c) and ending when all Registrable Securities have been sold by Holders, if the Company shall determine (i) to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and register for sale of any of its securities Common Stock in an underwritten offering, or (ii) to file a registration statement covering the resale of any shares of the Common Stock held by it or any of its security holders shareholders (other than a the registration statement on Form X-0, X-0 or other limited purpose formcontemplated in Section 2(a) above), the Company will give shall provide written notice of its determination to the Investor or its nomineeHolders, which notice shall be provided no less than fifteen (15) calendar days prior to the filing of such applicable registration statement (the “Company Notice”). Upon In that event, the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt right of any such notice from the Company, the Company will, except as herein provided, cause all of Holder to include the Registrable Securities covered by in such a registration shall be conditioned upon such Holder’s written request to participate which shall be delivered to the Company within ten (10) calendar days after the “Requested Stock”Company Notice, as well as such Holder’s participation in such underwriting (if applicable, for purposes of this paragraph) held by and the Investors making inclusion of such request Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the “Requesting Holders”Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting. Notwithstanding anything herein to the contrary, if the underwriter determines that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of Registrable Securities to be included in such registration statement (each, a “Piggy-Back Registration”), all and underwriting shall be allocated first to the extent requisite Company, then to permit all other selling stockholders, including the sale or other disposition by Holders, who have requested to sell in the prospective seller or sellers registration on a pro rata basis according to the number of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationshares requested to be included therein. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. The Company shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section 4.2 shall be underwritten in whole 2(d) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) or in part, that are the subject of a then-effective Registration Statement. The Company may require that postpone or withdraw the Requested Stock be included filing or the effectiveness of a piggyback registration at any time in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsits sole discretion.

Piggyback Registration Rights. Subject (i) Whenever the Corporation proposes to register any Common Stock of the last sentence Corporation for its own account or the account of this Section 4.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement others under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders for an underwritten public offering (other than a registration statement registrations for acquisitions or benefit plans on Form X-0, X-0 S-4 or other limited purpose formForm S-8 promulgated under the Securities Act or any successor forms thereto), the Company will Corporation shall give the Shareholders prior written notice of its determination intent to do so and the Shareholders may offer any Registrable Shares held by such Shareholders to the Investor or Corporation at the then-prevailing market price. If the Corporation does not purchase such Registrable Shares within 30 days, it will, subject to the provisions of subsection (ii) below, use its nominee. Upon reasonable efforts to effect the written request from a majority-in-interest registration under the Securities Act of the Registrable Securities, within 15 days after receipt of any such notice from Shares that the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held Corporation has been so requested to register by the Investors making requesting Shareholders, such request (the “Requesting Holders”) registration to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting effected on the same terms and conditions as the securities Corporation Common Stock otherwise being sold through the underwriters. In in such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. registration. (ii) If in the good faith judgment of the managing underwriter of such in an underwritten public offering by the Corporation of Common Stock of the Corporation advises the Corporation that the inclusion of all or some of the Requested Common Stock would reduce the number of shares (including Registrable Shares) proposed to be offered by the Company or included in such Registration Statement would interfere with the successful marketing (including pricing) of such Common Stock, then the Common Stock to be issued by the Corporation in such offering (the "Corporation Shares"), the Registrable Shares of Shareholders proposed by the Shareholders to be included in such offering (the "Shareholder Shares") and the Common Stock of other shareholders proposed to be offered in such offering ("Other Shares") shall be included in the following order of priority until the total number of shares recommended by the managing underwriters has been reached: (A) FIRST, the Corporation Shares; (B) SECOND, the Shareholder Shares and the Other Shares of the shares of stock offered by the CompanyCorporation, pro rata based upon the number of shares of Requested Common Stock otherwise to be included in held by the underwritten public offering may be reduced pro rata (by number of shares) among Shareholders and the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.Other Shares;

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combination, while there are any Registrable Securities outstanding: a) if the Company shall determine determines to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it securities, either for its own account or any the account of its a security holders (holder or holders, other than (i) a registration statement relating solely to employee benefit plans on Form X-0, X-0 S-8 (or other limited purpose any successor form) or (ii) a registration statement relating solely to a Commission Rule 145 transaction on Form S-4 (or any successor form), the Company will will: (i) promptly give to the Purchaser written notice of its determination to thereof, and (ii) include in such registration statement (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Investor or its nominee. Upon the Registrable Securities specified in a written request from a majority-in-interest or requests, made within 5 Business Days after delivery of the Registrable Securities, within 15 days after receipt of any such written notice from the Company. b) If the registration statement of which the Company gives notice is for a registered public offering involving an underwriting, the Company willshall so advise the Purchaser as a part of the written notice described above. (i) If the managing underwriter determines in good faith that marketing factors (including pricing) require a limitation of the number of shares to be underwritten, except as herein provided, cause the underwriter may exclude some or all of the Registrable Securities covered by from such request (registration and underwriting. The Company shall so advise Purchaser, and the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) number of Registrable Securities to be included in such registration statement (eachshall be allocated as follows: first, a “Piggy-Back Registration”)for the account of the Company, all shares proposed to be sold by the Company; second, for the account of the Purchaser and any other unaffiliated investor that has been granted registration rights with respect to shares on the terms and conditions of any agreement pertaining to such registration rights prior to the extent requisite Closing Date, pro-rata; and third, any affiliated investor of that has been granted registration rights with respect to permit shares on the sale terms and conditions of any agreement pertaining to such registration rights on or after the Closing Date. (ii) If the Purchaser disapproves of the terms of any such underwriting, the Purchaser may elect to withdraw by written notice to the Company and the managing underwriter. Any shares excluded or withdrawn from such underwriting shall be withdrawn from such registration statement. (iii) The Company shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such registration, whether or not the Investor has elected to include any or all of the Shares in such registration. c) All Expenses incurred in connection with any registration, filing, qualification, legal and other disposition third party retained by the prospective seller Company, or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration compliance pursuant to this Section 4.2 4.17 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered borne by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement register under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, X-0 or other limited purpose form(iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the Company will give right to acquire Registrable Shares, written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand, if within 15 thirty (30) days after receipt of any such notice from the Companynotice, such holder shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) shall use its commercially reasonable efforts to be included include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockRegistrable Shares such holder requests to be registered therein; providedprovided that, furtherif, that nothing herein shall prevent the Company from, at in connection with any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute offering involving an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Common Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of Requested such Common Stock otherwise which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, the Company shall then be obligated to include in the underwritten public offering such registration statement only such limited portion (which may be reduced pro rata (by number of sharesnone) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities Shares with respect to Piggy-Back Registrationswhich such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock sold in the Offering; provided, however, that shares of Common Stock shall cease to be Registrable Shares upon any sale of such shares pursuant to (i) a registration statement filed under the Securities Act, or (ii) Rule 144 promulgated under the Securities Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combinationduring the Term of this Agreement, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose formpurpxxx xxxx), the Company will give written notice of its determination to the Investor or its nomineeConsultant. Upon the written request from a majority-in-interest of the Registrable SecuritiesConsultant, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered such Shares held by such request Consultant (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”"Consultant's Shares") to be included in such registration statement (eachstatement, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers Consultant of the Requested Stockshares to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 4.1 shall be underwritten in whole or in part, the Company may require that the Requested Stock Consultant's Shares requested for inclusion pursuant to this Section 4.1 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock Consultant's Shares would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock Consultant's Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is Consultant's Shares are included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 4.1 shall not apply to any of the Consultant's Shares that at such time as are eligible for immediate resale pursuant to Rule 144(k) under the provisions of Act. The Company shall pay the registration rights agreement filed as an exhibit to expenses described in Section 4.2 for the registration statement relating filed pursuant to this Section 4.1, except for underwriting discounts and commissions and legal fees of the Company’s initial public offering may Consultant, which shall be exercised, borne by the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsConsultant.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2(a) If, at any time after a Business Combinationthe Mandatory Registration Termination Date, if the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its Common Stock under the Securities Act Act, whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Company (whether as a demand registration right or a Form S-3 registration right, but excluding in connection with the proposed offer and sale of all cases any of its securities by it registrations to be effected on Forms S-4 or any of its security holders (other than a registration statement on Form X-0, X-0 S-8 or other limited purpose formapplicable successor Forms), the Company will shall, each such time, give to the Investors holding Registrable Shares written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable SecuritiesIf, within 15 twenty (20) days after receipt of any giving such notice from the Companynotice, the Company willshall receive from an Investor a written request to include its Registrable Shares in such registration, except as herein provided, the Company shall use commercially reasonable efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (eachthe Registrable Shares of such selling Investor, a “Piggy-Back Registration”), all to the extent requisite requested to permit the sale or other disposition by the prospective seller or sellers of the Requested Stockbe registered; provided, furtherhowever, that nothing herein shall prevent (i) the Company fromnumber of Registrable Shares proposed to be sold by such selling Investor will be at least ten percent (10%) of the total number of Registrable Shares then held by such participating selling Investor (or a lesser percentage if the gross proceeds to the selling Investor resulting from the sale of such Registrable Shares will equal at least $2,000,000), at any time, abandoning or delaying any registration. If any (ii) such selling Investor may not include its Registrable Shares in such registration if the Investor can sell all such Registrable Shares pursuant to this Section 4.2 shall be underwritten in whole or in partRule 144 within a given three-month period without volume limitation and without compliance with the registration requirements of the Securities Act, the Company may require that the Requested Stock (iii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the underwriting same manner and on the same terms and conditions as the securities otherwise being sold through other shares of Common Stock which the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations Company proposes to register and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If (iv) in the good faith judgment event (x) the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising registration rights pursuant to any other agreement with the Company and (y) the proposed managing underwriter of such public offering advises the Company that in its opinion the inclusion of all of the Requested Stock would reduce such selling Investor's Registrable Shares (without any reduction in the number of shares to be offered by sold for the account of the Company or interfere with such party exercising registration rights) is likely to affect materially and adversely the successful marketing success of the offering or the price that would be received for any shares of stock offered by Common Stock offered, then the Companyrights of such selling Investor shall be as provided in Section 5(b) hereof. (b) If a registration pursuant to Section 5(a) hereof involves an underwritten offering and the managing underwriter shall advise the Company in writing that, in its opinion, the number of shares of Requested Common Stock otherwise requested by the Investors to be included in such registration is likely to affect materially and adversely the underwritten public success of the offering may or the price that would be reduced pro rata (by received for any shares of Common Stock offered in such offering, then, notwithstanding anything in Section 5(a) to the contrary, the Company shall only be required to include in such registration, to the extent of the number of sharesshares of Common Stock which the Company is so advised can be sold in such offering, (i) among first, the Requesting Holders and all other holders number of registration rights who have requested inclusion shares of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Common Stock is proposed to be included in such registration for the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities account of the Company held and/or any stockholders of the Company (other than the Investors) that have exercised demand registration rights, in accordance with the priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other than the Investors), and (ii) second, the shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, without limitation, the Investors), pro rata among such holders other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them beneficially owns. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 5 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be withheld from reasonable and customary, as agreed upon between the market Company and the underwriters selected by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if (i) Whenever the Company shall determine proposes to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it under the Securities Act, either pursuant to an underwritten primary registration on behalf of the Company or any pursuant to an underwritten secondary registration on behalf of its security a holder or holders of the Company's securities (other than a registration statement on Form X-0S-4, X-0 Form S-8 or other limited purpose any successor form) and the registration form xx xx xxxx xay be used for the registration of any Registrable Securities (a "Piggyback Registration"), the Company will give written notice to each holder of Registrable Securities of its determination intention to effect such a registration and will include in such registration all Registrable Securities (subject to, and in accordance with, the Investor or its nominee. Upon priorities set forth in Section 6(b)(ii) hereof), with respect to which the Company has received written request from a majority-in-interest requests for inclusion within ten (10) days after delivery of the Company's notice to each holder of Registrable Securities. (ii) If the managing underwriter(s) advise the Company in writing, within 15 days after receipt or the Board of any such notice from the CompanyDirectors determines, that in their opinion, the Company will, except as herein provided, cause all number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) requested to be included in such registration statement exceeds the number which can be sold in such offering without adversely affecting the marketability or pricing thereof, the Company will include in such registration up to an aggregate amount determined advisable by such underwriter(s): (eachi) first, a “Piggy-Back any shares of Common Stock that the Company desires to register; (ii) second, any shares of Common Stock requested to be registered by the holder(s) of Common Stock pursuant to which the Registration Statement is being filed and to which the holders of Registrable Securities hereunder are receiving Piggyback Registration”), all ; and (iii) pro rata among the holders of Registrable Securities on the basis of the number of Registrable Securities which are requested to be registered hereunder. (iii) Notwithstanding anything herein to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in partcontrary, the Company may require that withdraw any registration statement referred to in this Section 6(b) at any time in its sole discretion without thereby incurring any liability or expense to the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsSecurities.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combination, if the Company shall determine (other than pursuant to proceed with the actual preparation and filing Section 2) proposes to register any of a new registration statement its securities under the Securities Act in connection with for sale to the proposed offer and sale public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than a except with respect to registration statement statements on Form Forms X-0, X-0 (or other limited purpose formany successor forms thereto) or another form not available for registering the Registrable Stock for sale to the public), the Company each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its determination intention to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of any such holder, received by the Registrable Securities, Company within 15 30 days after receipt the giving of any such notice from by the Company, to register any of its Registrable Stock, the Company will, except as herein provided, will use its best efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Stock as to which registration shall have been so requested to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers holder of such Registrable Stock so registered. In the Requested Stock; provided, further, event that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 3 shall be underwritten be, in whole or in part, an underwritten public offering of Common Stock, the Company may require that the Requested number of shares of Registrable Stock to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations may be reduced if and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If to the extent that, in the good faith judgment opinion of the managing underwriter of such public offering offering, inclusion would adversely affect the inclusion marketing of the securities to be sold by the Company therein. In the event that the managing underwriter on behalf of all of the Requested Stock would reduce underwriters limits the number of shares to be offered included in a registration pursuant to this Section 3, or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company will include in such registration: (i) first, securities proposed by the Company to be sold for its own account; (ii) second, shares of Registrable Stock requested to be included by holders pursuant to this Section 3; (iii) third, shares of Registrable Stock requested to be included by holders under the Registration Rights Agreement dated as of August 5, 2010 by and among the Company and the parties thereto; and (iv) fourth, securities requested to be included by any other holders, provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or interfere with requesting holders of Registrable Stock and provided further, that in no event shall the successful marketing Registrable Stock requested to be included by holders pursuant to this Section 3 constitute less than thirty percent (30%) of all shares to be registered in such registration (in such event, the Company agrees to reduce the shares of Common Stock it proposes to register for its own account in order to assure that such Registrable Stock constitute at least thirty percent (30%) of the shares of stock offered by to be registered). The securities to be included in any such registration pursuant to clause (ii) above shall be allocated on a pro rata basis among the Company, requesting holders based upon the number of shares of Requested Registrable Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company then held by such holders shall be withheld from holders. Notwithstanding the market by foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3 without thereby incurring any liability to the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsStock.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combination, if the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its equity securities under the Securities Act in connection with of 1933, as amended (the proposed offer and “1933 Act”), for sale to the public, whether for its own account or for the account of any of its securities by it or any of its other security holders or both (other than except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public, a registration statement on Form X-0S-3 to be filed by the Company to register securities issued in consideration for an acquisition, X-0 a registration statement on Form S-1 covering solely an employee benefit plan or other limited purpose forma registration statement relating to a dividend reinvestment plan), the Company it will give written notice of its determination at such time to the Investor or its nomineeeach Holder. Upon the written request from a majority-in-interest of the Registrable Securitieseach Holder, given within 15 twenty (20) days after receipt of any such notice from by the Company, to register any of its Registrable Securities (which request shall state the intended method of disposition thereof), the Company will, except as herein provided, will use its best efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) as to which registration shall have been so requested, to be included in such the securities to be covered by the registration statement (each, a “Piggy-Back Registration”)proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested StockHolder (in accordance with its written request); provided, further, provided that nothing herein shall prevent the Company from, at any time, from abandoning or delaying any registrationsuch registration at any time. If In the event that any registration pursuant to this Section 4.2 1(a) shall be underwritten be, in whole or in part, the Company may require an underwritten public offering of equity securities, any request by a Holder pursuant to this Section 1(a) to register Registrable Securities shall specify that the Requested Stock such Registrable Securities are to be included in the underwriting on the same terms and conditions as the equity securities otherwise being sold through the underwritersunderwriters under such registration. In The number of shares of Registrable Securities to be included in such event, the Requesting Holders shallan underwriting may be reduced (pro rata among all persons or entities having registration rights), if requested by and to be the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however that except in the case of the Company's initial public offering the inclusion of all of the Requested Common Stock would reduce (in which the number of shares to be offered by on behalf of selling shareholders may be reduced to zero) or in the Company or interfere with the successful marketing case of the shares an underwritten offering of stock offered by the Company, an equity security other than Common Stock (in which the number of shares of Requested Stock otherwise to be included in the underwritten public offering offered on behalf of selling shareholders may also be reduced pro rata (by to zero), in no event shall the number of sharesshares to be registered on behalf of selling Holders be less than twenty percent (20%) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included aggregate number of shares to be offered in such underwriting. If the offering covered by this Section 1(a) shall be an underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which designate the managing underwriter reasonably determines is necessary in order to effect the underwritten public of such offering. At In the event of any such time as reduction or cutback in the number of Registrable Securities to be registered, or in the event that the Company abandons any such registration prior to the effective date thereof, the Holders shall continue to maintain the rights provided by this Section 1, subject to the termination provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsthis Agreement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2Sections 5.14 and 15.5, at any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Purchaser proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 or other limited purpose form)of the DocuNet Common Stock; (ii) registrations of shares to be used as consideration for acquisitions of additional businesses by the Purchaser; and (iii) registrations relating to employee benefit plans, the Company will Purchaser shall give the Seller prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable Securities, Seller given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent DocuNet Common Stock which any the Company from, at any time, abandoning or delaying any registrationSeller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by Seller, the underwriter. To Founding Companies, the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Sellers, the Founding Companies, the stockholders of the Founding Companies and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine ----------------------------- propose to proceed with the actual preparation and filing register any shares of a new registration statement under the Securities Act in connection with the proposed offer and sale of Common Stock (but excluding any of its shares or securities by it being registered pursuant to Form S-8 or Form S-4 or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose formsuccessor form thereto), the Company will shall (i) give the Executive written notice, or telegraphic, telecopy or telephonic notice followed as soon as practicable by written confirmation thereof, of its determination such proposed registration at least 20 business days prior to the Investor filing of such registration statement and, (ii) upon written notice, or its nominee. Upon telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the written request from a majority-in-interest of Company by the Registrable Securities, Executive within 15 days after receipt the giving of any such written confirmation or written notice from by the Company, the Company will, except as herein provided, shall include or cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in any such registration statement all or such portion of the shares of common stock of the Company owned by Executive (eachthe "Shares") as the Executive may request; provided, a “Piggy-Back Registration”however, that the Company may at any time withdraw or cease proceeding -------- ------- with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the Common Stock originally proposed to be registered; and provided further, that in connection with any registered public ---------------- offering involving an underwriting, the managing underwriter may (if in its reasonable opinion marketing factors so require) limit the number of securities (including any Shares) included in such offering (other than securities of the Company); and provided further, all that the registration rights granted in this ---------------- Section 9 (a) are granted subject to the demand registration rights granted to CS First Boston Corporation pursuant to that certain Warrant Agreement dated October 2, 1996 between CS First Boston Corporation and the Company (the "Warrant Agreement") which may serve to further limit or extinguish Executive's right to include any portion of the Shares in certain registrations. In the event of any such limitation, and to the extent requisite to permit the sale or other disposition by the prospective seller or sellers provisions of the Requested Stock; providedWarrant Agreement permit, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any total number of Shares to be offered for the account of Executive in the registration pursuant to this Section 4.2 shall be underwritten reduced in whole or in part, proportion to the Company may require that the Requested Stock respective number of shares requested to be included therein by all holders of the Company's Common Stock (other than the Company) entitled to include shares of Common Stock in the underwriting on registration to the same terms and conditions as extent necessary to reduce the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment total number of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce shares proposed to be registered to the number of shares to be offered recommended by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the managing underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time after a Business Combination, if the Company shall determine decide to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it or any of its security holders under the Securities Act, (other than with respect to a registration statement on Form X-0relating to a Rule 145 transaction, X-0 an offering solely to employees or any other limited purpose formregistration which is not appropriate for the registration of Registrable Securities), the Company will promptly give written notice of its determination thereof to the Investor or its nomineeRegistered Holder. Upon the written request from a majority-in-interest of the Registrable Securities, Registered Holder given within 15 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the such Registrable Securities covered by such request (which the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Registered Holder has requested to be registered to be included in such registration statement (each, a “Piggy-Back Registration”)Registration Statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing Registrable Securities. Nothing herein shall prevent the Company from, from at any time, time abandoning or delaying any registration. . (b) If any registration pursuant to this Section 4.2 7 shall be underwritten in whole or in part, the Company may require that the Requested Stock Registrable Securities requested for inclusion pursuant to this Section 7 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, then the number of shares of Requested Stock Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of Registered Holder requesting such registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities selling security holder (based on the number of Registrable Securities for which registration is requested expressed as a percentage of the Company held by such total number of shares being registered on behalf of selling security holders shall be withheld from (including the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistered Holder)).

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combination, if the Company shall determine proposes to proceed with the actual preparation and filing register any issuance of a new registration statement its securities under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-8 in connection with an employee stock purchase or option plan or on Form S-4 in connection with mergers, X-0 acquisitions or other limited purpose formexchange offerings), the Company will at such time give prompt written notice to the Holders of its determination intention to the Investor or its nomineedo so. Upon the written request from of a majority-in-interest of the Registrable SecuritiesHolder, given within 15 30 days after receipt of any such notice from (which request shall state the Companyintended method of disposition of the shares to be transferred by the Holder), the Company will, except as herein provided, shall use its best efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) shares of Stock held by the Investors making such request (the “Requesting Holders”) Holder to be included in such registration statement (each, a “Piggy-Back Registration”)registered under the Securities Act, all to the extent requisite to permit the sale or other disposition (in accordance with the intended method thereof as aforesaid) by the prospective seller or sellers Holder of the Requested Stocksuch shares; provided, furtherhowever, that nothing herein shall prevent no such request need be honored by the Company from, at any time, abandoning or delaying any registrationif all Holders making such a request hold less that 100,000 shares. If any registration The rights granted pursuant to this Section 4.2 3 shall not be effective with respect to the Holder in the case of an underwritten in whole or in part, public offering of securities of the Company may require that by the Requested Stock be included in Company unless the underwriting on Holder agrees to the same terms and conditions as the securities otherwise being sold through the underwriters. In such eventconditions, the Requesting Holders shallincluding underwriting discounts and allowances, if requested specified by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering with respect to such shares. The Company shall have the inclusion of all of the Requested Stock would right to reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise Holder to be included in a registration statement pursuant to the underwritten public exercise of the rights granted by this Section 3 if, and to the extent that, the managing underwriter of such offering may be reduced pro rata (is of the good faith opinion, supported by number of shares) among written reasons therefor that the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by such shares would materially adversely affect the underwriter. To the extent only a portion marketing of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall to be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsoffered.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combinationthe Original Issue Date, if the Company shall determine to proceed prepare and file with the actual preparation and filing of Commission a new registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 stock option or other limited purpose form)employee benefit plans, the Company will give shall send to each Holder a written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand if, within 15 calendar days after receipt the date of such notice, the Holder (or any such notice from the Companypermitted successor or assign) shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included shall include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockConversion Shares and Warrant Shares that such Holder requests to be registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at shall not be required to register any time, abandoning Conversion Shares or delaying any registration. If any registration Warrant Shares pursuant to this Section 4.2 shall be 11 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering is a firm-commitment underwritten in whole or in partoffering, the Company may require that exclude the Requested Stock Conversion Shares and /or Warrant Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Conversion Shares and/or Warrant Shares are required to be included excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included, and as to each such Holder, among the Conversion Shares and Warrant shares as elected by such Hxxxxx. In the case of inclusion in a firm-commitment underwritten offering, the underwriting Holders must sell their Conversion Shares and/or Warrant Shares on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested set by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in underwriters for shares of Common Stock to be sold for the good faith judgment account of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2Sections 5.14 and 15.5, at any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Purchaser proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 or other limited purpose form)of DocuNet Common Stock; (ii) registrations of shares to be used solely as consideration for acquisitions of additional businesses by the Purchaser; and (iii) registrations relating to employee benefit plans, the Company will Purchaser shall give the Seller prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable Securities, Seller given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent DocuNet Common Stock which the Company from, at any time, abandoning or delaying any registrationSeller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by Seller, the underwriter. To Founding Companies, the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Seller, the Founding Companies, the stockholders of the Founding Companies, and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.25.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Subscriber or its nomineenominee(s). Upon the written request from a majority-in-interest of the Registrable SecuritiesSubscribers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Subscribers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Subscribers prior to the Company’s initial public offering this Offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.25.2, 4.3 5.3 and 4.4 5.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time after a Business Combination, if the Initial Exercise Date and before the Termination Date the Company shall determine proposes to proceed with the actual preparation and filing of file a new registration statement under the Securities Act in connection with respect to an offering by the proposed offer and sale Company of any of Common Stock for its securities by it or any of its security holders own account (other than a registration statement on Form X-0S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company, X-0 or other limited purpose form), then the Company will shall give written notice of its determination such proposed filing to the Investor or its nomineeHolder and such notice shall describe the proposed registration and offer the Holder the opportunity to register such number of Warrant Shares as the Holder may request (a "Piggy-Back Registration"). Upon the written request from a majority-in-interest of the Registrable SecuritiesIf, within 15 ten days after receipt of any the Company sends such notice from notice, the CompanyHolder shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included shall include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockWarrant Shares; provided, furtherhowever, that nothing herein shall prevent the Company from, at shall not be required to register any time, abandoning or delaying any registration. If any registration Warrant Shares pursuant to this Section 4.2 shall be 15 that are eligible for resale pursuant to Rule 144 under the Securities Act. (b) In connection with any Piggyback Registration under this Section 15 involving an underwritten in whole or in partoffering, the Company may require that shall not be required to include any Warrant Shares in such underwritten offering unless the Requested Stock be included in Holder accept the underwriting on terms of the same terms and conditions underwritten offering as agreed upon between the securities otherwise being sold through the underwriters. In Company, such event, the Requesting Holders shallother stockholders, if requested by the underwritersany, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter or underwriters (the "Company Underwriter"), and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Warrant Shares which the Holder has requested to be included would materially adversely affect the success of such public offering offering, then the inclusion Company shall be required to include in such registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the Requested Stock would reduce securities to be offered on account of the Company, second, the Warrant Shares to be offered for the account of the Holder pursuant to this Section 15, on a pro-rata basis with the number of shares to be offered for the account of other stockholders pursuant to registration rights granted by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata such other stockholders. (by number of sharesc) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion not inconsistent with applicable law, the Holder hereby agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of any Common Stock or any options, rights and warrants convertible into or exercisable for any Common Stock during the Requested Stock is included in period commencing seven days prior to and ending 180 days after the underwritten public offering, those shares effective date of Requested Stock which are thus excluded from the underwritten public offering and any other securities of registration statement filed by the Company held by such holders in connection with an underwritten offering unless the Company Underwriter shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsotherwise agree.

Piggyback Registration Rights. Subject to Each time the last sentence of this Section 4.2, at any time after a Business Combination, if the Company shall determine Corporation elects to proceed with the actual preparation and filing of a new registration statement Prospectus under the any Canadian Securities Act Laws in connection with the a proposed offer and sale Distribution of any of its securities securities, whether by it the Corporation or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)holders, the Company will Corporation shall give written notice of its determination thereof to the Investor or its nomineeas soon as practicable. Upon In such event, the written request from Investor shall be entitled, by notice in writing given to the Corporation within ten (10) days (except in the case of a majority“bought deal” in which case the Investor shall have only twenty-in-interest of four (24) hours) after the Registrable Securities, within 15 days after receipt of any such notice from by the CompanyInvestor, to require that the Company will, except as herein provided, Corporation cause any or all of the Registrable Securities covered held by such request the Investor (the “Requested Stock”) held by the Investors making such request (the “Requesting HoldersPiggyback Registrable Securities”) to be included in such registration statement Prospectus (each, such qualification being hereinafter referred to as a “Piggy-Back Piggyback Registration”). Notwithstanding the foregoing: (a) in the event the lead underwriter or lead agent for the offering advises the Corporation and the Investor that in its good faith opinion, all the inclusion of such Registrable Securities may materially and adversely affect the price or success of the offering, the Corporation shall include in such Registration, in the following priority: (i) first, such number of securities the Corporation proposes to sell; (ii) second, a number of Piggyback Registrable Securities requested by the Investor to be included in such Registration to the extent requisite to permit that such lead underwriter or lead agent reasonably believes such securities may be included in the sale offering without materially and adversely affecting the price or other disposition by the prospective seller or sellers success of the Requested Stockoffering; providedand (iii) third, further, such number of other securities requested by any other shareholder of the Corporation to be included in such Registration to the extent that nothing herein shall prevent such lead underwriter or lead agent reasonably believes such securities may be included in the Company from, offering without materially and adversely affecting the price or success of the offering; (b) the Corporation may at any time, abandoning or delaying and without the consent of the Investor, abandon the proposed offering in which the Investor has requested to participate; and (c) the Investor shall have the right to withdraw its request for inclusion of its Piggyback Registrable Securities in any registration. If any registration Prospectus pursuant to this Section 4.2 shall without incurring any liability to the Corporation or any other Person by giving written notice to the Corporation of its request to withdraw; provided, however, that: (i) such request must be underwritten made in whole or in part, writing five (5) Business Days prior to the Company may require that the Requested Stock be included in execution of the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In agreement (or such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of sharesother similar agreement) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationssuch offering; and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the Investor shall no longer have any right to include its Piggyback Registrable Securities in the offering pertaining to which such withdrawal was made.

Piggyback Registration Rights. Subject 13.1 If (but without any obligation to the last sentence of this Section 4.2, do so) at any time, or from time after a Business Combinationto time, if the Company Purchaser shall determine to proceed with the actual preparation and filing register any of a new registration statement its securities under the Securities Act in connection with for its own account or the proposed offer and sale account of any of its securities by it or any of its security holders (shareholders, other than a registration statement relating solely to employee benefit plans (or any other registration on Form X-0, X-0 S-8 or other limited purpose any successor form), or a registration relating solely to a United States Securities and Exchange Commission Rule 145 transaction, a transaction relating solely to the Company will sale of debt or convertible debt instruments or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale to the public of securities of the Purchaser, the Purchaser will: (a) promptly give to the Vendor written notice thereof at least 30 calendar days prior to filing the registration statement; and (b) include in such registration and in any underwriting involved therein, all of its determination the shares of common stock of the Purchaser issuable upon the exercise of the Warrants (the "Vendor's Shares") that are not then subject to the Investor or its nominee. Upon the escrow restrictions pursuant to this agreement specified in a written request from a majority-in-interest of the Registrable Securitiesor requests, made within 15 twenty (20) days after receipt of any such written notice from the CompanyPurchaser by the Vendor (such shares, the Company will"Piggyback Registration Shares"), subject to a maximum number of shares that is not greater than the pro-rata number of shares being registered for the account of any other shareholder of the Purchaser and except as herein providedset forth in Section 13.2 below. 13.2 If the registration is for a registered public offering involving an underwriting, cause all the Purchaser shall so advise the Vendor as a part of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration written notice given pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriterssection 13.1(a) above. In such event, the Requesting Holders shall, if requested by right of the underwriters, execute Vendor to registration pursuant to Section 13.1 shall be conditioned upon the Vendor's participation in such underwriting and the inclusion of the Vendor's Piggyback Registration Shares in the underwriting to the extent provided herein. If the Vendor proposes to distribute the Piggyback Registration Shares through such underwriting he shall (together with the Purchaser and the other holders distributing their securities through such underwriting) enter into an underwriting agreement containing in customary representations and warranties form with the underwriter or underwriters selected for such underwriting by selling stockholders and a lock-up on Registrable Securities not being soldthe Purchaser. If in the good faith judgment Vendor disapproves of the terms of any such underwriting, the Vendor may elect to withdraw therefrom by written notice to the Purchaser and the managing underwriter. Notwithstanding the foregoing, should the managing underwriter of such public offering the inclusion of determine in their sole judgment that all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to Piggyback Registration Shares will not be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten proposed public offering, those shares of Requested Stock which are thus excluded from then the underwritten public offering and any other securities of the Company held by such holders Vendor shall be withheld from the market by the holders thereof for a periodpermitted to register such shares, not to exceed 90 daysif any, which that the managing underwriter may determine and agree to such other terms such as a lock up which would not exceed ninety (90) days, as the managing underwriter may determine. Any Piggyback Registration Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. 13.3 The Vendor shall be entitled to participate in up to two (2) registrations pursuant to this Article 13 until all of the Vendor's Shares are eligible to be resold pursuant to Rule 144 under the Securities Act, at which time the Vendor's registration rights shall cease. 13.4 Upon any registration becoming effective pursuant to this Article 13, the Purchaser shall keep such registration statement current and effective until the earlier of: (i) the Piggyback Registration Shares registered for sale thereunder have been sold or may otherwise be freely traded by operation of law; and (ii) for a period of one hundred and twenty (120) days. 13.5 The Purchaser shall be responsible for the preparation of any registration statement, agreements or documents and related papers and filings in connection with Article 13 hereof and except to the extent otherwise required by law, shall pay all expenses relating to such registration, provided however that the Vendor hereby agrees to be liable for and pay directly its own legal fees and disbursements, if any, and any underwriting discounts and commissions applicable to any sale of Piggyback Registration Shares by the Vendor which shall be disclosed in advance. 13.6 In connection with any offering of Piggyback Registration Shares registered pursuant to this agreement, the Purchaser (i) shall furnish to the Vendor such number of copies of any registration statement and prospectus or registration statement supplement or amendment as it may reasonably determines is necessary request in order to effect the underwritten public offering. At such time as offering and sale of Piggyback Registration Shares to be offered and sold, but only while the Purchaser shall be required under the provisions of the registration rights this agreement filed as an exhibit to the cause such registration statement relating to remain current, and (ii) take such action as shall be necessary to qualify the Company’s initial public Piggyback Registration Shares covered by such registration under such blue sky or other U.S. state laws for offer and sale as the Vendor shall reasonably request; provided, however, that the Purchaser shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process. If requested in connection with an offering may be exercisedin accordance with Section 13.2, the exercise Vendor shall enter into an underwriting agreement with a nationally recognized investment banking firm or firms containing representations, warranties, indemnities and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities agreements then customarily included by an issuer in underwriting agreements with respect to Piggy-Back Registrationssecondary distributions. In connection with any offering of Piggyback Registration Shares registered pursuant to this agreement, the Purchaser shall, subject to applicable law, (i) furnish the Vendor, at the Purchaser's expense, upon a valid exercise of the corresponding Warrants and sale of the underlying shares of common stock, with unlegended certificates representing ownership of the Piggyback Registration Shares actually sold in such denominations as the Vendor shall request and (ii) instruct the transfer agent and registrar of the Piggyback Registration Shares to release any stop transfer orders with respect to the Piggyback Registration Shares actually sold. 13.7 In the event of any qualification of Piggyback Registration Shares pursuant to this Article 13, the Purchaser shall hold harmless and indemnify the Vendor from and against any losses, claims, damages or liabilities to which he may be subject under any applicable laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Piggyback Registration Shares were distributed, or any document incidental to the qualification or sale of such Piggyback Registration Shares, or which arise out of or are based upon the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statement not misleading, or any violation by the Purchaser of any applicable securities laws relating to action or inaction required by the Purchaser in connection with such qualification or sale under such securities laws; provided, however, that the Purchaser will not be liable in any case to any extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such registration statement or document in reliance upon and in conformity with information furnished to the Purchaser by the Vendor specifically for use in the preparation thereof. 13.8 In the event of any qualification of Piggyback Registration Shares pursuant to this Article 13, the Vendor agrees, in the same manner and to the same extent as set forth in Section 13.7 hereof, to indemnify and hold harmless the Purchaser and any of its officers, directors and employees from and against any losses, claims, damages or liabilities to which any of them may be subject under any applicable securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Piggyback Registration Shares were distributed, or any document incidental to the qualification or sale of such Piggyback Registration Shares, or which arise out of or are based upon the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statement not misleading, if such statement or omission shall have been made in reliance upon and in conformity with information furnished to the Purchaser by the Vendor specifically for use in such registration statement, or (b) any violation by the Vendor of any applicable securities laws. 13.9 Each of the parties entitled to indemnification pursuant to Section 13.7 or 13.8 hereof (collectively, the "Piggyback Indemnified Parties") shall, promptly after receipt of notice of the commencement of any action against such Piggyback Indemnified Party in respect of which indemnity may be sought pursuant to Section 13.7 or 13.8 hereof, notify the indemnifying party in writing of the commencement thereof. The omission of any Piggyback Indemnified Party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability in respect of such action which it may have to such Piggyback Indemnified Party on account of the indemnity pursuant to Section 13.7 or 13.8 hereof, as the case may be, unless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such Piggyback Indemnifying Party. In case any such action shall be brought against a Piggyback Indemnified Party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such Piggyback Indemnified Party, and after notice from the indemnifying party to such Piggyback Indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such Piggyback Indemnified Party under Section 13.7 or 13.8 hereof for any legal or other expenses subsequently incurred by such Piggyback Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. No admission of liability shall be made by the Piggyback Indemnified Party without the consent of the indemnifying party, such consent not to be unreasonably withheld. If, after having been notified by the Piggyback Indemnifying Party of the commencement of any action against such Piggyback Indemnifying Party in respect of which indemnity may be sought, the indemnifying party fails to assume the defense of such suit on behalf of the Piggyback Indemnified Party within 10 days of receiving notice thereof, the Piggyback Indemnified Party shall have the right to employ counsel in respect of the defense of such suit and the fees and expenses of such counsel shall be at the expense of the indemnifying party.

Piggyback Registration Rights. Subject to The Company covenants and agrees with the last sentence Representatives and any other Holders or subsequent Holders of this Section 4.2the Registrable Securities that if, at any time within the period commencing one (1) year and ending five (5) years after the Effective Date, it proposes to file a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act with respect to any class of equity or equity-related security (other than in connection with an offering to the proposed offer Company's employees or in connection with an acquisition, merger or similar transaction) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and sale the registration form to be used may be used for registration of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)the Registrable Securities, the Company will give prompt written notice (which, in the case of a registration statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, at least 30 days prior to such filing) to the Holders of Registrable Securities (regardless whether some of the Holders have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its determination intention to the Investor or its nominee. Upon the written request from file a majority-in-interest registration statement and will offer to include in such registration statement any of the Registrable Securities, within 15 days after receipt subject to paragraphs (i) and (ii) of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request this paragraph (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back which the Company has received written requests for inclusion therein within twenty (20) days after the giving of notice by the Company. All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company expense.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.29.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Purchasers or its nomineetheir nominees. Upon the written request from a majority-in-interest of the Registrable SecuritiesPurchasers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Purchasers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 9.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares thoseshares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Purchasers prior to the Company’s initial public offering IPO may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.29.2, 4.3 9.3 and 4.4 9.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationthe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.27.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Purchasers or its nomineetheir nominees. Upon the written request from a majority-in-interest of the Registrable SecuritiesPurchasers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Purchasers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 7.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Purchasers prior to the Company’s initial public offering IPO may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.27.2, 4.3 7.3 and 4.4 7.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2(a) If, at any time after a Business Combinationprior to the expiration of two years from the last date on which this Warrant is validly exercised, if the Company shall determine determines to proceed with Register any of its securities either for its own account or the actual preparation and filing account of a new registration statement shareholder(s) exercising demand Registration rights, other than a Registration relating solely to employee benefit plans, or a Registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities 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 be included in connection with a Registration statement covering the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)the Shares, the Company will shall promptly give to Holder written notice thereof and include in such Registration (and any related qualification under blue sky laws), and in any underwriting involved therein, the number of its determination to the Investor or its nominee. Upon the Shares specified in a written request from a majority-in-interest of the Registrable Securities, made by Holder within 15 ten (10) days after receipt of any such written notice from the Company, Company so long as such Shares have been acquired or will be acquired pursuant to the exercise of this Warrant not later than the fifth business day prior to the filing of such Registration statement. (b) If the Registration of which the Company willgives notice is for a Registered public offering involving an underwriting, except as herein provided, cause all Holder's right to Registration shall be conditioned upon (i) Holder's participation in such underwriting and (ii) the inclusion of Holder's Shares in the Registrable Securities covered by such request (underwriting pursuant to an underwriting agreement in customary form with the “Requested Stock”) held underwriter or underwriters selected by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested StockCompany; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as event of any reduction in the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering Registration, the securities that may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering Registration and any other securities of the Company held by such holders underwriting shall be withheld from the market by the holders thereof for a periodallocated (1) first, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, and (2) second, among the exercise Holder and procedural provisions the other security holders distributing their securities through such underwriting, in proportion (as nearly as practicable) to the number of shares owned by each such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsparty.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combination, if the Closing Date the Company shall determine to proceed with the actual preparation and filing of a new registration statement register under the Securities Act any of its Common Stock for sale to the public for cash in an underwritten offering, and the registration form to be used would permit inclusion thereto of the Shares and any shares of common stock issued or issuable directly or indirectly with respect to the Shares held by the Buyers or other holders of the Shares (a “Holder”) by way of stock dividend or stock split or in connection with the proposed offer and sale a combination of any of its securities by it or any of its security holders (other than a registration statement on Form X-0shares, X-0 recapitalization, merger, consolidation or other limited purpose formreorganization a “Piggyback Registration”), the Company will give prompt written notice of its determination to a Holder and will include in such Piggyback Registration, subject to the Investor or its nominee. Upon allocation provisions below, with respect to which the Company has received from a Holder a written request from a majority-in-interest for inclusion within within 15 Business Days after the Company’s sending of such notice (together, for purposes of this Section 8, the “Registrable Securities”); provided however, within 15 days after receipt that the Company shall not be required to effect any registration of any such notice from Registrable Securities if (i) the registration is the Company’s underwritten offering, (ii) registration is effected by the Company will, except as herein provided, cause all on behalf of a shareholder exercising registration rights that pursuant to the Registrable Securities covered by such request (terms thereof prohibit the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be shareholder’s shares from being included in such registration statement (each, a “Piggy-Back Limited Demand Registration”), all to (iii) the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be Registrable Securities was previously included in a Registration Statement, whether an underwritten offering or otherwise, (iv) the underwriting registration statement is filed or effected on Form S-4 or Form S-8, each as promulgated under the same terms and conditions as the securities otherwise being sold through the underwriters. In such event1933 Act, the Requesting Holders shallor their then equivalents, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of sharesv) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144(bb) under the Securities Act or any other rule of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercisedsimilar effect, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern or (vi) the Registrable Securities or their then equivalents relate to equity securities to be issued solely in connection with respect to Piggy-Back Registrationsany acquisition of any entity or business or equity securities issuable in connection with a stock option or other employee benefit plans.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationaxxxx xxx Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose form), the Company will give written notice of xxxxxx xf its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject The Company shall have no obligation to register or attempt to register under the last sentence Securities Act or any state securities law either (i) this Warrant for future Transfer by the holder hereof, or (ii) all or any of the Warrant Shares, either before or after the exercise of this Section 4.2Warrant by the holder. However, at any time after a Business Combination, if in the event the Company shall determine chooses for any reason to proceed with the actual preparation and filing of file a new registration statement under the Securities Act on Form S-1, X-0, xx S-3 involving the sale of the Company's securities to the public (other than in connection with an exchange offer with the proposed offer and sale securities holders of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose formanother entity), the Company will give written notice shall notify the holder hereof of such proposed filing at least fifteen (15) days in advance thereof, and the holder hereof shall have the right to cause the Company to include, at the Company's expense (provided that all selling expenses relating to such shares shall be the holder's responsibility) any Warrant Shares in such registration statement, either for sale to the holder upon exercise hereof or for sale by the holder if the holder has theretofore exercised this Warrant and obtained restricted stock. If the Company does not receive, within seven days of the date of its determination notice to the Investor or its nominee. Upon the written request from holder, a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, holder stating that the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) holder wishes to be included include Warrant Shares in such registration statement (eachstatement, a “Piggy-Back Registration”), all then the holder shall be deemed to have declined to exercise the extent requisite to permit piggyback registration rights herein granted. This right shall exist from the sale or other disposition by date of this Warrant until the prospective seller or sellers later of the Requested Stock; provided, further, that nothing herein shall prevent expiration of this Warrant as set forth above or two years after the Company from, at date of any time, abandoning or delaying any registration. If any exercise of this Warrant in the absence of registration pursuant to of the Warrant Shares under the Securities Act as contemplated in paragraph (b) of this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations4.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationthe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose form), the Company will give written notice of xxxxxx xf its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time or times after a Business Combinationthe date hereof, if the Company shall determine proposes to proceed with the actual preparation and filing of make a new registration statement under the Securities Act in connection with the proposed offer and sale registered public offering on Form S-3 (or any successor form) of any of its securities under the Act (whether to be sold by it or any of its security holders (by one or more third parties), other than a registration statement on Form X-0, X-0 or other limited purpose form)an offering pursuant to Section 1.1 hereof, the Company will shall, not less than 45 days prior to the proposed filing date of the registration statement, give written notice of its determination the proposed registration to the Investor or its nominee. Upon Purchaser, and at the written request from a majority-in-interest of the Registrable SecuritiesPurchaser, delivered to the Company within 15 20 days after the receipt of such notice, shall include in such registration and offering, and in any underwriting of such notice from offering, all Registrable Securities that are not then covered by an effective registration statement and that may have been designated in Purchaser's request. (b) If a registration in which the Company, Holders have the right to participate pursuant to this Section 1.2 is an underwritten offering for the account of the Company willor for the account of a security holder (other than the Holders) pursuant to the exercise of a demand registration right, except and the managing underwriters advise the Company or such security holder, as herein providedthe case may be, cause all in writing that in their opinion the number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) securities requested to be included in such registration statement (eachregistration, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as together with the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with such security holder, as the successful marketing case may be, exceeds the number which can be effectively sold in such offering, the Company shall include in such registration (i) first, the securities of the Company or such security holder proposed to be sold, and (ii) second, the securities of any other holder who was granted registration rights prior to May 15, 2002, and (iii) third, to the extent possible, the Registrable Securities proposed to be sold by the Holders and any other selling stockholders, including, without limitation, holders who have purchased up to 4.5 million shares of stock offered by Registrable Securities in transactions similar to the Companytransaction between the Company and the Purchaser under the Purchase Agreement, in proportion to the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationswhich they have requested registration.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combinationthe date of the Company’s initial public offering of securities (“IPO”), if applicable, or the date upon which the Company’s securities are tradable on a national securities exchange, on the National Association of Securities Dealers, Inc. Automated Quotation System (collectively, “NASDAQ”), or the Over The Counter Bulletin Board, the Company shall determine propose to proceed with the actual preparation and filing of a new file any registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a any registration statement on Form X-0, X-0 or any other limited purpose similarly inappropriate form, or any successor forms thereto) (the “Registration Statement”) under the 1933 Act covering a public offering of the Company's Common Stock, it will notify the Holder hereof at least twenty (20) days prior to each such filing and will use its best efforts to include in the Registration Statement (to the extent permitted by applicable regulation), the Company will give written notice Common Stock purchased or purchasable by the Holder upon the exercise of its determination the Warrant to the Investor or its nominee. Upon extent requested by the written request from a majority-in-interest of the Registrable Securities, Holder hereof within 15 ten (10) days after receipt of any notice of such notice from filing (which request shall specify the Company, interest in this Warrant or the Company will, except as herein provided, cause all Shares intended to be sold or disposed of the Registrable Securities covered by such request (Holder and describe the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the nature of any proposed sale or other disposition by the prospective seller or sellers of the Requested Stockthereof); provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included if a greater number of Shares is offered for participation in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If proposed offering than in the good faith judgment reasonable opinion of the managing underwriter of such public the proposed offering can be accommodated without adversely affecting the inclusion proposed offering, then the amount of all of the Requested Stock would reduce the number of shares Shares proposed to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Companysuch Holders for registration, as well as the number of shares securities of Requested Stock otherwise any other selling shareholders participating in the registration, shall be proportionately reduced to be a number deemed satisfactory by the managing underwriter. The Company shall bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the Registration Statement with the Commission, except that the Holder shall pay all fees, disbursements and expenses of any counsel or expert retained by the Holder and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to the Shares included in the underwritten public offering may be reduced pro rata (by number Registration Statement. The Holder of shares) among this Warrant agrees to cooperate with the Requesting Holders Company in the preparation and all other holders filing of registration rights who have requested any Registration Statement, and in the furnishing of information concerning the Holder for inclusion of their securities therein, or excluded in their entirety if so required any efforts by the underwriterCompany to establish that the proposed sale is exempt under the 1933 Act as to any proposed distribution. To In the extent only event of an IPO, the Holder hereby agrees that for a portion period of 180 days after the consummation of the Requested Stock is included in IPO (the underwritten public offering“IPO Date”), those if any, the Holder will not, directly or indirectly, offer to sell, hypothecate, contract to sell, grant any option to purchase, pledge or otherwise dispose of, any shares of Requested Common Stock which are thus excluded from the underwritten public offering and any other securities issued or issuable upon exercise of the Company held by such holders shall be withheld from the market this Warrant beneficially owned by the holders thereof for a period, not to exceed 90 days, which undersigned on the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringIPO Date. At such time as the provisions of the registration rights agreement filed as an exhibit The undersigned also agrees and consents to the registration statement relating to entry of stop transfer instructions with the CompanyCorporation’s initial public offering may be exercised, transfer agent and registrar against the exercise and procedural provisions transfer of such agreementshares except in compliance with the foregoing restrictions. This agreement is irrevocable and will be binding on the undersigned and the undersigned’s successors, rather than the provisions of Sections 4.2heirs, 4.3 personal representative and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsassigns.

Piggyback Registration Rights. Subject (a) If the Corporation shall propose to the last sentence of this Section 4.2, at any time after file a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with of 1933, as amended (the proposed offer and sale "Securities Act"), at any time during the 24-month period after the Effective Date, either on its own behalf or that of any of its securities shareholders for an offering of shares of the capital stock of the Corporation (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) for cash or securities, the Corporation shall give written notice as promptly as possible of such proposed registration to the Noteholder and shall use reasonable efforts to include all of the shares of the Stock owned by it the Noteholder (including shares to be issued pursuant to the exercise of any warrants, including the Warrants, or any upon the mandatory conversion of its security holders the Notes into such Shares) (other than a the "Seller" or "Registering Noteholder") in such registration statement on Form X-0as such Seller shall request within 10 days after receipt of such notice from the Corporation, X-0 or other limited purpose form)provided, that (A) the Seller furnishes the Company will give with a written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest irrevocable exercise of the Registrable Securities, Warrants in whole or in part within 15 10 days after the receipt of any such notice from the CompanyCorporation, the Company will, except as herein provided, cause all (B) if shares of the Registrable Securities covered by such request (the “Requested Stock”) held Stock are being offered by the Investors making such request (Corporation in an underwritten offering, any shares of the “Requesting Holders”) Stock proposed to be included in such the registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers on behalf of the Requested Stock; provided, further, that nothing herein Seller shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting offering on the same terms and conditions as the securities otherwise Stock being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with Corporation, and (C) the successful marketing of the shares of stock offered by the Company, the Seller shall be entitled to include such number of shares of Requested the Stock otherwise owned by the Seller in such registration statement, one time only during the applicable period set forth herein (except that the Seller shall have the right not to exercise such piggyback registration right set forth herein once, in which case the Seller shall have the right set forth in this Section 1.1 with respect to the next succeeding registration statement described in this Section 1.1 proposed to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required filed by the underwriter. To Corporation during such 24-month period); and provided further, that (i) the extent only a portion Corporation shall not be required to include such number or amount of shares owned by the Requested Stock is included Seller in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other such registration statement if it relates solely to securities of the Company held by such holders shall Corporation to be withheld from issued pursuant to a stock option or other employee benefit plan, (ii) the market Corporation may, as to an offering of securities of the Corporation by the holders thereof for a periodCorporation, not to exceed 90 days, which withdraw such registration statement at its sole discretion and without the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions consent of the Seller and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by the Seller in such registration rights agreement statement if the Corporation is advised in writing by its underwriter or investment banking firm that it reasonably believes that the inclusion of the Seller's shares would have an adverse effect on the offering. (b) A registration filed as an exhibit pursuant to this Section 1.1(a) shall not be deemed to have been effected unless the registration statement relating to related thereto (i) has become effective under the Company’s initial public offering may be exercisedSecurities Act and (ii) has remained effective for a period of at least nine months (or such shorter period of time in which all of the Stock registered thereunder has actually been sold thereunder); provided, the exercise and procedural provisions of such agreementhowever, rather than the provisions of Sections 4.2that if, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.after any registration

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2(a) If, at any time after a Business Combinationor from time to time, if the Company or Petrosearch-Nevada shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it Common Stock, either for its own account or any the account of its a security holders (holder or holders, other than pursuant to a registration statement Registration Statement on Form X-0, X-0 S-4 or other limited purpose form)Form S-8, the Company or Petrosearch-Nevada will (x) promptly give each Holder written notice of its determination to the Investor thereof, and (y) include in such registration (and any related qualification under blue sky or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesother state securities laws), within 15 days after receipt of and in any such notice from the Companyunderwriting involved therein, the Company will, except as herein provided, cause all of the Registrable Securities covered specified in a written request or requests made by any Holder within thirty (30) days after receipt of such written notice from the Company or Petrosearch-Nevada. (b) If the registration of which the Company or Petrosearch-Nevada gives notice is for a registered public offering involving an underwriting, the Company or Petrosearch-Nevada shall so advise the Holders as part of the written notice given pursuant to Section 7.3(a). In such event, the right of any Holder to registration pursuant to this Section 7.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities owned by the Holder in the underwriting to the extent provided under this Section 7.3. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company or Petrosearch-Nevada and any other holders of securities of the Company or Petrosearch-Nevada distributing their securities through such underwriting) enter into an underwriting agreement with the managing or lead managing underwriter selected by the Company or Petrosearch-Nevada in the form customarily used by such request underwriter with such changes thereto as the parties thereto shall agree. Notwithstanding any other provision of this Section 7.3, if the managing or lead managing underwriter determines that market factors require that the number of Registrable Securities and other securities requested to be included in the registration be limited, the managing or lead managing underwriter may reduce the number of Registrable Securities and securities of any other holder of securities to be included in the registration. If the registration includes an underwritten primary registration on behalf of the Company or Petrosearch-Nevada, the reduction shall be taken (i) first from and to the “Requested Stock”) held by extent of the Investors making such request (the “Requesting Holders”) securities requested to be included in such registration statement (each, a “Piggy-Back Registration”), all by the Holders and the holders of any other securities pro rata --- ---- according to the extent requisite to permit the sale or other disposition by the prospective seller or sellers number of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations Holders and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise holders to be included in the registration, and (ii) thereafter from the securities to be registered on behalf of the Company or Petrosearch-Nevada. If the registration consists only of any underwritten public offering may be reduced pro rata (by number secondary registration on behalf of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held or Petrosearch-Nevada, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the registration by the Holders and any other holders of securities included in the registration other than pursuant to demand registration rights pro rata according to the number of securities requested by --- ---- the Holders and such holders to be included in the registration and (ii) thereafter from securities, if any, to be registered on behalf of holders of securities included in the registration pursuant to demand registration rights. The Company or Petrosearch-Nevada shall advise all Holders and other holders participating in such underwriting as to any such limitation and the number of shares that may be included in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company or Petrosearch-Nevada and the managing or lead underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withheld withdrawn from the market by the holders thereof such registration. (c) The Company or Petrosearch-Nevada may withdraw a registration for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit have been exercised pursuant to this Section 7.3 at any time prior to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationstime it becomes effective.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) Whenever at any time after a Business Combinationduring the Registration Period, if the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its securities under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than on Forms S-4 or S-8 or a registration statement on Form X-0S-1 covering an employee benefit plan), X-0 or other limited purpose formit shall each time give prompt written notice to each Holder of its intention to do so and, upon the written request of each such Holder given within thirty (30) days after the giving of any such notice (which request shall state the proposed method of distribution of such shares of Common Stock), the Company will give written notice of its determination shall include in the proposed registration (the "Proposed Registration") all Registrable Shares with respect to which the Investor or its nominee. Upon the Company has received a written request from a majority-in-interest of the Registrable Securities, each such Holder for inclusion therein within 15 thirty (30) days after receipt of any such notice from the Company's notice. Except as may otherwise be provided in this Agreement, Registrable Shares with respect to which such request for registration has been received will be registered by the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all and offered to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration public pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting 2.1 on the same terms and subject to the same conditions as are applicable to the securities otherwise being sold through Proposed Registration. (b) If the underwritersregistration is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 2.1(a). In such event, the Requesting right of any Holder to registration pursuant to Article II shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting to the extent provided herein. All Holders shall, if requested by proposing to distribute their securities through such underwriting shall (together with the underwriters, execute Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement containing in customary representations and warranties form with the underwriter or underwriters selected for such underwriting by selling stockholders and a lock-up on Registrable Securities not being soldthe Company. If Notwithstanding any other provision of the Agreement, if the underwriter determines in the good faith judgment that marketing factors require a limitation of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Companyunderwritten, the number of shares of Requested Stock otherwise to that may be included in the underwritten public offering may underwriting shall be reduced pro rata (by number of shares) among allocated, first, to the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offeringCompany, those shares of Requested Stock which are thus excluded from the underwritten public offering and second, to any other securities stockholder of the Company held with superior registration rights to those of the Holder on a pro rata basis, and then to the Holder. (c) Notwithstanding anything herein to the contrary, the Company may, to the extent then permitted by such holders shall be withheld from applicable law, at any time prior to the market by effective date of the holders thereof for a periodProposed Registration, determine in its sole discretion not to exceed 90 dayseffect such registration, in which event the managing underwriter reasonably determines is necessary Company shall have no further obligation under this Section 2.1 to register shares of Common Stock under such Proposed Registration, except that the Company shall reimburse the stockholders for any out-of-pocket fees and expenses incurred by them in order to effect the underwritten public offering. At connection with such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsProposed Registration.

Piggyback Registration Rights. Subject to (i) The COMPANY covenants and agrees with the last sentence of this Section 4.2CONSULTANT that if, at any time after during the term of this Agreement, it proposes to file a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement with respect to any class of equity or equity-related security (other than in connection with an offering to the Company's employees or in connection with an acquisition, merger or similar transaction) under the Securities Act in connection with a primary registration on behalf of the proposed offer COMPANY and/or in a secondary registration on behalf of holders of such securities and sale the registration form to be used may be used for registration of any the shares of its securities by it or any common stock issuable as payment of its security holders the Portal Fee and the shares of common stock underlying the Option (other than collectively, the "Registrable Securities"), the COMPANY will give prompt written notice (which, in the case of a registration statement on Form X-0, X-0 or other limited purpose form), pursuant to the Company will give written exercise of demand registration rights shall be within ten (10) business days after the COMPANY's receipt of notice of its determination such exercise and, in any event, shall be at least 30 days prior to such filing) to the Investor or holders of Registrable Securities at the addresses appearing on the records of the COMPANY of its nominee. Upon the written request from intention to file a majority-in-interest registration statement and will offer to include in such registration statement all, but not less than 20% of the Registrable Securities, within 15 days after receipt subject to paragraphs (a) and (b) of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”this Article VI(i), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back which the COMPANY has received written requests for inclusion therein within ten (10) days after the giving of notice by the COMPANY. All registrations requested pursuant to this Article VI are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this Article VI will be made solely at the COMPANY's expense. This Article is not applicable to a registration statement filed by the COMPANY on Forms S-4 or S-8 or any successor forms.

Piggyback Registration Rights. Subject to The Shareholders understand and acknowledge that (i) none of the last sentence Consideration Shares have been registered under the securities laws of any jurisdiction and (ii) except as specifically provided for in this Section 4.07 of this Section 4.2Agreement, at the Buyer has no obligation to register any time after of the Consideration Shares. If Buyer elects to file a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with of 1933, as amended (the proposed offer and sale of "Securities Act"), covering any of Buyer's common stock, whether or not for sale for its securities by it own account, other than (x) a registration relating solely to employee benefit plans, or any (y) a registration relating solely to a SEC Rule 145 transaction, Buyer will give prompt written notice to the Shareholders of its security holders (other than intent to do so, and if a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give Shareholder so requests within 30 days of receiving written notice from Buyer, such Shareholder will be allowed to have the amount of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all Consideration Shares so requested registered to the extent requisite then permissible under the applicable securities laws and, to permit the sale or other disposition extent it is an underwritten offering, distributed by the prospective seller underwriters along with the shares of Buyer's common stock being offered and sold by the Buyer subject to any customary limitations or sellers of cutbacks as may be imposed by the Requested Stockunderwriter and other registration rights then in existence; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If no Shareholder may exercise any registration right pursuant to this Section 4.2 shall 4.07 for any Consideration Share which it may otherwise sell pursuant to an available exemption from the Securities Act. Such registration rights of each Shareholder will be underwritten in whole or in part, subject to (i) payment by such Shareholder of customary costs associated with such registration which are allocable to the Company may require that the Requested Stock be included in the underwriting on the same terms shares being registered by such Shareholders and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment (ii) indemnification of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders Buyer on reasonable and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationscustomary terms.

Piggyback Registration Rights. Subject to (i) If the last sentence of this Section 4.2, Company at any time after a Business Combination, if the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its Common Stock under the Securities Act (other than registrations on Forms S-4 or S-8 or any successor forms thereto or registrations of securities in connection with a Rule 145 transaction), whether of its own accord or at the proposed offer and sale request of any holder or holders of its securities by securities, it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will shall each such time promptly give written notice to all Holders of its determination intention to the Investor or its nominee. do so. (ii) Upon the written request from of a majority-in-interest of Holder or Holders delivered to the Registrable Securities, Company within 15 10 business days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, shall use its best efforts (subject to the provisions of this Section 2(b)) to cause all Registrable Securities, the Holders of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) which shall have so requested registration thereof, to be included in such registration statement (each, a “Piggy-Back Registration”)registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the prospective seller Holder or sellers Holders of the Requested Stockall of such Registrable Securities; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any may elect not to file a registration statement pursuant to this Section 4.2 shall 2(b) or may withdraw any registration statement filed pursuant to this Section 2(b) at any time prior to the effective date thereof. (iii) If the lead managing underwriter for the respective offering advises that marketing factors require the exclusion from such registration of some or all of the Registrable Securities sought to be underwritten in whole registered by the Holders or in partthat the total number of securities to be registered at the insistence of the Company and any other selling shareholders plus the number of Registrable Securities sought to be registered by the Holders should be limited due to marketing factors, the number of Registrable Securities and other securities sought to be registered by each Holder, the Company may require that and such other selling shareholders shall be reduced as follows: (A) if the Requested Stock be included in offering is an offering of securities for the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment account of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce Company, (1) the number of shares securities to be registered by selling Persons other than the Company, NBCC, Purchasers and other Holders shall first be reduced, prorata, based on the number of securities sought to be registered by each such other selling Person, to the number recommended by the lead managing underwriter; (2) if, after all securities sought to be registered by selling Persons other than the Company, NBCC, Purchasers and other Holders have been eliminated, the lead managing underwriter still recommends a reduction in the number of securities to be offered, the number of Registrable Securities sought to be registered by Holders other than the Purchasers shall be reduced, prorata, based on the number of Registrable Securities sought to be registered by each such Holder, to the number recommended by the managing underwriter; (3) if, after all Registrable Securities sought to be registered by such other Holders have been eliminated, the lead managing underwriter still recommends a reduction in the number of securities to be offered, the number of Registrable Securities sought to be registered by the Purchasers shall be reduced, pro rata, based on the number of Registrable Securities sought to be registered by each such Purchaser, to the number recommended by the lead managing underwriter, and (4) if, after all Registrable Securities sought to be registered by Purchasers have been eliminated, the lead managing underwriter still recommends a reduction in the number of securities to be offered, the number of Registrable Securities sought to be registered by NBCC shall be reduced, pro rata, based on the number of Registrable Securities sought to be registered by NBCC, to the number recommended by the lead managing underwriter; and in no event shall the number of securities offered by the Company or interfere with be reduced; (B) if the successful marketing offering is an offering of securities initiated for the benefit of an Existing Rights Holder other than NBCC, then (1) up to 50% of the shares total amount of stock offered securities recommended by the lead managing underwriter to be registered shall be reserved for securities owned, and requested to be registered, by NBCC and the remainder shall be allocated among Existing Rights Holders other than NBCC, the Company, Purchasers, Holders and other selling Persons; (2) the number of securities to be registered by the Company, Existing Rights Holders other than NBCC, Purchasers, Holders and such other selling Persons shall first be reduced, pro rata, based on the number of shares of Requested Stock otherwise securities sought to be included registered by the Company and each such other selling Person, to the number recommended by the lead managing underwriter; (3) if, after all securities sought to be registered by the Company and such other selling Persons have been eliminated, the lead managing underwriter still recommends a reduction in the underwritten public offering may be reduced pro rata (by number of sharessecurities to be offered, the number of Registrable Securities sought to be registered by Holders other than the Purchasers shall be reduced, pro rata, based on the number of Registrable Securities sought to be registered by each such Holder, to the number recommended by the lead managing underwriter; (4) among if, after all Registrable Securities sought to be registered by such other Holders have been eliminated, the Requesting lead managing underwriter still recommends a reduction in the number of securities to be offered, the number of Registrable Securities sought to be registered by the Purchasers shall be reduced, pro rata, based on the number of Registrable Securities sought to be registered by each such Purchaser, to the number recommended by the lead managing underwriter; and (5) if, after all Registrable Securities sought to be registered by Purchasers have been eliminated, the lead managing underwriter still recommends a reduction in the number of securities to be offered, the number of securities sought to be registered by the Existing Rights Holders other than NBCC shall be reduced, pro rata, based on the number of securities sought to be registered by each such Existing Rights Holder other than NBCC, to the number recommended by the lead managing underwriter; and (C) if the offering is an offering of securities initiated for the benefit of selling shareholders other than Holders and all other holders than as described under (B) above, (1) the number of securities to be registered by selling Persons (including the Company) other than the selling shareholder(s) who initiated the registration rights who have requested inclusion (the "Initiating Seller") and Holders shall first be reduced, pro rata, based on the number of their securities or excluded in their entirety if so required sought to be registered by each such other selling Person, to the number recommended by the lead managing underwriter. To , (2) if, after all securities sought to be registered by selling Persons other than the extent only Initiating Seller and Holders have been eliminated, the lead managing underwriter still recommends a portion of the Requested Stock is included reduction in the underwritten public offeringnumber of securities to be offered, those shares the number of Requested Stock which are thus excluded from Registrable Securities sought to be registered by Holders other than the underwritten public offering and any other securities of the Company held by such holders Purchasers shall be withheld from reduced, pro rata, based on the market number of Registrable Securities sought to be registered by each such Holder, to the number recommended by the holders thereof for a periodlead managing underwriter; and (iii) if, not after all securities sought to exceed 90 daysbe registered by selling Persons other than the Initiating Seller and the Purchasers have been eliminated, which the lead managing underwriter reasonably determines is necessary still recommends a reduction in order the number of securities to effect be offered, the underwritten public offering. At number of Registrable Securities sought to be registered by the Purchasers shall be reduced, pro rata, based on the number of Registrable Securities sought to be registered by each such time as the provisions of the registration rights agreement filed as an exhibit Purchaser, to the registration statement relating to number recommended by the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationslead managing underwriter.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.25.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Subscriber or its nomineenominee(s). Upon the written request from a majority-in-interest of the Registrable SecuritiesSubscribers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Subscribers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Subscribers prior to the Company’s initial public offering this Offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.25.2, 4.3 5.3 and 4.4 5.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration.

Piggyback Registration Rights. Subject The rights contained in this Section 5.6(c) shall be in addition to the last sentence of this rights provided by Section 4.2, at any 5.6(a) hereof. Each time after a Business Combination, if that the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its securities by it the Company or any of its security holders (other than a except any registration statement on Form X-0in connection with any acquisition of any entity or business or any employee benefit plan, X-0 or other limited purpose formincluding any stock option plan), the Company will shall give written notice of its determination to the Investor or its nomineeConsultant. Upon the written request from a majority-in-interest of the Registrable Securities, Consultant given within 15 10 days after receipt of any such notice from the Company, the Company will, except as herein provided, use reasonable efforts to cause all the number of the Registrable Securities covered shares of Boca Common Stock held by Consultant and which are set forth in such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (eachstatement, a “Piggy-Back Registration”), all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers Consultant of the Requested Stocksuch shares to be so registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationsuch registration initiated by it. If any registration pursuant to this Section 4.2 5.6(c) shall be underwritten in whole or in part, the Company may require that the Requested Stock shares requested for inclusion pursuant to this Section 5.6(c) be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering offering, the inclusion of all or any portion of the Requested Stock shares held by Consultant originally included in a request for registration would reduce the number of shares to be offered by the Company (or by another holder of Boca Common Stock that initiated the offering by exercising rights to demand such registration) or interfere with the successful marketing of the shares of stock securities offered by Company (or by such other holder that initiated the Companyoffering), the number of shares of Requested Stock otherwise to be included by the Consultant in the underwritten public offering may be reduced pro rata or excluded altogether; provided, however, that (i) in any such offering by number of shares) among the Requesting Holders and Company, the shares to be included by the Consultant cannot be excluded altogether but must be treated in the same manner as all other holders of selling security holders, and (ii) in any such offering initiated by another holder pursuant to demand registration rights who have requested inclusion of their securities or excluded in their entirety if so required exercised by such holder, the shares otherwise to be included by the underwriter. To the extent only a portion of the Requested Stock is included Consultant can be excluded altogether but shall be treated in the underwritten public offering, same manner as all selling security holders other than those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit selling pursuant to the exercise of demand registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsrights.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.28.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Purchasers or its nomineetheir nominees. Upon the written request from a majority-in-interest of the Registrable SecuritiesPurchasers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Purchasers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 8.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Purchasers prior to the Company’s initial public offering IPO may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.28.2, 4.3 8.3 and 4.4 8.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to (a) If the last sentence of this Section 4.2, Company at any time after proposes to file a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Company’s stock (or any other equity security of the Company), other than in connection with the proposed an exchange offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 S-4 or other limited purpose formS-8 or any successor forms thereto (a “Registration”), then the Company will shall, at each such time, promptly give the Holder written notice of its determination to the Investor or its nomineesuch proposed Registration. Upon the written request from a majority-in-interest of the Registrable Securities, Holder given within 15 twenty (20) days after receipt of any such notice from the Company, the Company willshall, except as herein providedsubject to the following provisions, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement Registration all Registrable Securities (each, a “Piggy-Back Registration”), all as defined below) owned by the Holder that the Holder requests to be so included. Any references to the extent requisite Company in this Section 9 will also be deemed to permit refer to any successor of the sale Company, and any references to Company stock or other disposition Warrant Stock in this Section 9 will also be deemed to refer to equity securities of the Company (or its successor) into which Company stock has been reclassified, changed, converted or exchanged. For purposes of this Section 9, “Registrable Securities” means (i) the Warrant Stock then owned by the prospective seller Holder and (ii) any equity securities issued or sellers issuable with respect to, or in exchange for or in replacement of, any Warrant Stock held by the Holder, including as a result of the Requested Stock; providedany stock split, furtherstock dividend, that nothing herein shall prevent the Company fromrecapitalization, at any timereclassification, abandoning exchange, conversion or delaying any registration. If any registration pursuant similar event or otherwise. (b) Pursuant to this Section 4.2 shall be underwritten in whole or in part9, the Company Holder may require that participate in any underwritten Registration provided (a) the Requested Stock be included in the underwriting Holder agrees to sell Registrable Securities on the same such terms and conditions as are provided in any applicable underwriting arrangements (it being understood and agreed that such terms and conditions shall not be more onerous, restrictive or otherwise unfavorable to the securities otherwise being sold through Holder than the underwriters. In terms and conditions applicable generally to other selling securityholders participating in the Registration; provided, however, that the Holder shall not be required to make any representations or warranties except as they relate to such eventHolder’s ownership of Registrable Securities and authority to enter into the underwriting agreement (including as to the execution, delivery and enforceability thereof) and to the Requesting Holders shallHolder's intended method of distribution, and will not be required to indemnify the Company or the underwriters other than on reasonable and customary terms), and (b) the Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents which are reasonable and customarily required under the terms of such underwriting arrangements and which are required generally of selling securityholders participating in the Registration. (c) The Holder agrees, if requested by the underwriters, execute an underwriting agreement containing customary representations Company and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the applicable managing underwriter of each selling securityholder participating in the Registration, that it shall not transfer any Warrant Stock held by such public offering Holder during the inclusion 180 day period (or such lesser period as may be provided by the applicable underwriting agreement) following the effective date of all a registration statement covering any Registrable Securities filed under the Securities Act, without the prior written consent of the Requested Stock would reduce the number of shares to be offered by the Company or interfere such managing underwriter, as the case may be. The Company may impose stop-transfer instructions with the successful marketing of respect to the shares subject to the foregoing restriction until the end of stock offered such 180 day period (or such lesser period as may be provided by the applicable underwriting agreement). (d) All registration expenses incurred in connection with a Registration pursuant to this Warrant (including, without limitation, all federal and state registration, qualification and filing fees, printing expenses, fees and disbursements for counsel for the Company and the Holder, and blue sky expenses) shall be borne by the Company, provided however, that all underwriting discounts and selling commissions applicable to Registrable Securities shall be borne by the number of Holder proposing to sell such Registrable Securities, based upon all shares of Requested Stock otherwise to be included in the underwritten public offering may sold, including those to be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required sold by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combinationbefore December 31, if 2008, the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the a proposed offer and sale of any of its equity securities by it or any of its security holders (other than a registration statement on Form X-0S 4, X-0 S 8 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeCommon Stock sold in the Offering. Upon the written request from a majority-in-interest of any holder of the Registrable SecuritiesShares or a transferee of such holder (the “Holder” or, collectively, the “Holders”), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, will cause all of the Registrable Securities covered by such Shares with respect to which a request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) for inclusion has been received to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers of the Requested StockShares to be so registered; provided, furtherhowever, that the Company’s obligations under this Section 3.1 are subject to the contractual rights of any other security holder whose agreement with the Company prior to the date hereof might limit such inclusion; and, provided further that nothing herein shall prevent the Company from, from abandoning or delaying any registration at any time, abandoning or delaying reducing the number of Shares to be included in such registration statement (on a pro rata basis) if the Company, in its sole discretion, determines that such reduction is advisable due to the provisions of Rule 415 under the Act or for any registrationother purpose. If any registration pursuant to this Section 4.2 3.1 shall be underwritten in whole or in part, the Company may require that the Requested Stock Shares requested for inclusion pursuant to this Section 3.1 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders requesting inclusion in the registration statement shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Shares originally covered by a request for registration (the “Requested Stock Stock”) would reduce the number of shares to which could be offered sold by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of thereof requesting such registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 3.1 shall not apply to Shares that at such time as are eligible for immediate resale pursuant to Rule 144(k) under the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsAct.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combinationthe Original Issue Date, if the Company shall determine to proceed prepare and file with the actual preparation and filing of Commission a new registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 stock option or other limited purpose form)employee benefit plans, the Company will give shall send to each Holder a written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand if, within 15 calendar days after receipt the date of such notice, the Holder (or any such notice from the Companypermitted successor or assign) shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included shall include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockConversion Shares and Warrant Shares that such Holder requests to be registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at shall not be required to register any time, abandoning Conversion Shares or delaying any registration. If any registration Warrant Shares pursuant to this Section 4.2 shall be 11 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering is a firm-commitment underwritten in whole or in partoffering, the Company may require that exclude the Requested Stock Conversion Shares and /or Warrant Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Conversion Shares and/or Warrant Shares are required to be included excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included, and as to each such Holder, among the Conversion Shares and Warrant shares as elected by such Xxxxxx. In the case of inclusion in a firm-commitment underwritten offering, the underwriting Holders must sell their Conversion Shares and/or Warrant Shares on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested set by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in underwriters for shares of Common Stock to be sold for the good faith judgment account of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to During the last sentence five (5) year period commencing on the Date of this Section 4.2, at any time after a Business CombinationIssuance, if the Company shall determine proposes to proceed with the actual preparation and filing of file a new registration statement under the Securities Act in connection with the proposed offer and sale for a public offering of any of its securities by under the Act, it or will give written notice, at least forty-five (45) days prior to the filing of each such registration statement to the Holders of the Warrant and/or the underlying securities of its intention to do so. Upon written request from any of its security holders the Holders notifying the Company within twenty (other than 20) days after the giving of such notice of each such registration statement of their desire to sell the securities issued or of such notice of each such registration statement of their desire to sell the securities issued or issuable upon the exercise of this Warrant, the Company shall afford such Holders of the Warrant and/or underlying securities registered or qualified under such registration statement. This is not applicable to a registration statement on Form X-0filed with the Commission of Forms S-4 or S-8 or any other inappropriate forms, X-0 or other limited purpose form), not is it applicable to the Warrant once they have expired. The Holders who elect such piggyback registration rights agree to withdraw such of the registrable securities as shall reasonably be required by the underwriter in connection with any such offering. Neither the delivery of such notice by the Company will give written notice of its determination to nor the Investor election or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of by such Holders shall in any such notice from the Company, way obligate the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in file such registration statement (each, a “Piggy-Back Registration”under this Section 8(b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent and the Company frommay, at any timetime prior to the effective date thereof, abandoning or delaying any registration. If any registration pursuant determine not to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as offer the securities otherwise being sold through to which the underwritersregistration statement relates, without liability to such Holders. In such eventaddition, the Requesting Holders each Holder shall, if requested by upon the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment request of the managing underwriter underwriter, if any, of such public offering the inclusion of all offering, agree in writing not to sell, transfer, assign, hypothecate, or otherwise dispose of the Requested Stock would reduce securities issued or issuable upon the number exercise of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof this Option for a period, not to exceed 90 days, which the period of 24 moths in such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsunderwriter's discretion.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combinationor from time to time prior to ____________, if the Company 1998 Champion shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it securities, either for its own account or any the account of its a security holders (holder or holders, other than (i) a registration statement on Form X-0relating solely to employee benefit plans, X-0 or (ii) a registration relating to a transaction of the type described in Securities and Exchange Commission Rule 145, Champion will: (i) promptly give to each holder of Champion Common Stock issued in exchange for Company Stock (hereinafter referred to in this Section 2.4(b)) as "Holder") written notice thereof; and (ii) include in such registration (and any related qualification under blue sky laws or other limited purpose formcompliance), and in any underwriting involved therein, such of the Company will give written notice of its determination to Champion Common Stock issued in the Investor or its nominee. Upon the Merger as specified in a written request from a majority-in-interest of the Registrable Securitiesor requests, made within 15 twenty (20) days after receipt of any such written notice from Champion, by any Holder. If the Companyregistration of which Champion gives notice is for a registered public offering involving an underwriting, Champion shall so advise the Company will, except Holders as herein provided, cause all a part of the Registrable Securities covered by written notice given pursuant to this Section 2.4(b). In such request (event the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) right of any Holder to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten conditioned upon such Holder's participation in whole or in part, such underwriting and the Company may require that the Requested inclusion of his Champion Common Stock be included in the underwriting on to the same terms extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with Champion and conditions as the other holders distributing their securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute underwriting) enter into an underwriting agreement containing in customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of form with the managing underwriter of selected for such public offering the inclusion of underwriting by Champion. Champion shall so advise all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, Holders and other holders distributing their securities through such underwriting and the number of shares of Requested Champion Common Stock otherwise to that may be included in the underwritten public offering may registration and underwriting shall be reduced pro rata (by number of shares) allocated among the Requesting all Holders and all such other holders in proportion, as nearly as practicable, to the respective amounts of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Champion Common Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such Holders and such other holders at the time of filing the registration statement. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to Champion and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withheld withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions effective date of the registration rights agreement filed as an exhibit to the registration statement relating to thereto, or such other shorter period of time as the Company’s initial public offering underwriters may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsrequire.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time after a Business Combinationor times during the two-year period following the Closing, if the Company Buyer shall determine to proceed with the actual preparation and filing register any of a new registration statement its securities under the Securities Act of 1933, as amended (the "Securities Act") in connection with an underwritten public offering of its Common Stock for cash (other than (i) the proposed registration of an offer and sale of any securities to employees of its securities by it the Buyer, or any of its security holders (other than a registration statement persons providing services to the Buyer pursuant to an employee or similar benefit plan, registered on Form X-0S-8 or comparable form; or (ii) relating to a merger, X-0 acquisition or other limited purpose transaction of the type described in Rule 145 relating to a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or comparable rule, registered on Form S-4 or similar form), and in connection therewith the Company Buyer may lawfully register any of the Securities, the Buyer will promptly give written notice of its determination thereof to the Investor or its nomineeSeller. Upon the written request from a majority-in-interest of the Registrable Securities, Seller within 15 five (5) business days after receipt of any such notice from the CompanyBuyer, the Company Buyer will, except as herein provided, cause all of Securities which the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Seller has requested to be registered to be included in such registration statement (each, a “Piggy-Back Registration”)Registration Statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; providedSecurities. However, further, that nothing herein shall prevent the Company from, Buyer from at any time, time abandoning or delaying any registration. If any registration . (b) The Buyer may require that the Securities requested for inclusion pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock 6.7 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company Buyer or interfere with the successful marketing of the shares of stock offered by the CompanyBuyer, then the number of shares of Requested Stock Securities otherwise to be included in the underwritten public offering may be reduced pro rata (by in proportion to the number of sharesshares as to which registration is requested by each holder of Buyer's Common Stock requesting registration; provided however, that there shall be no reduction in the number of shares to be included therein (x) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of Buyer or (y) if the registration rights agreement filed as an exhibit is at the request of a person or persons with a right to the registration statement relating to the Company’s initial public offering may be exercisedrequire such registration, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsby that person or persons.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.27(b), at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor or Purchaser and its nomineetransferees. Upon the written request from the holders of a majority-in-interest of the Registrable Securities, within 15 fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors persons making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registrationsuch registration statement. If any such registration statement pursuant to this Section 4.2 7(b) shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Officers prior to the Company’s initial public offering IPO may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.27(b), 4.3 7(c) and 4.4 7(d) hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject (a) If at any time or from time to time, the last sentence Company shall determine to register any of this Section 4.2its securities, for its own account or the account of any of its stockholders, other than a registration on Form S-4 or Form S-8 or any successor or similar forms thereto, the Company will: (i) give to each Holder written notice thereof as soon as practicable prior to filing the Registration Statement; and (ii) include in such registration and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within fifteen days after receipt of such written notice from the Company, by any Holder or Holders, except as set forth in paragraph (b) below, provided that if, at any time after a Business Combination, if giving such notice the Company shall determine for any reason or for no reason not to proceed with register or to delay registration of the actual preparation and filing securities of a new registration statement under the Securities Act Company which were to be included in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)Registration Statement, the Company will may, at its election, give written notice of its such determination to each Holder desiring to include Registrable Securities in such Registration Statement, and, thereupon, (i) in the Investor or case of determination not to register, shall be relieved of its nomineeobligation to register any of such Holders' Registrable Securities in connection with such registration (but not from its obligations to pay expenses incurred in connection therewith, limited as set forth in Section 6), and (ii) in the case of a delay in registering, shall be permitted to delay registering all Holders' Registrable Securities for the same period as the delay in registering such other securities. Upon The Company will pay the written request from a majority-in-interest expenses in connection with each registration pursuant to this Section 5, to the extent provided in Section 6. (b) If the Company is registering securities for the purpose of an Underwritten Offering, and if the managing underwriter of the offering advises the Company and each Holder desiring to include Registrable SecuritiesSecurities in such Registration Statement in writing that, within 15 days after receipt of any such notice from the Companyin its opinion, the Company will, except as herein provided, cause all number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) securities requested to be included in such registration statement (eachexceeds the number which can be sold in such offering without materially and adversely affecting the success of such offering, a “Piggy-Back Registration”), all the Company will include in such registration to the extent requisite to permit of the sale or other disposition number which the Company is so advised can be sold in such offering securities determined as follows: (i) First, the securities proposed by the prospective seller or sellers of Company to be sold for its own account; and (ii) Second, allocated among the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant Holders desiring to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on include Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce Registration Statement pro rata based on the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise Registrable Securities to be included in such registration by such Holders; provided, that if the underwritten public offering may Underwritten Offering is one initiated by one or more Holders of Registrable Securities pursuant to Section 3(e), then the allocation of Registrable Securities provided for in this Section 4(b)(ii) shall first be reduced pro rata (by number to the Holders initiating such Underwritten Offering and the amount of shares) any remaining Registrable Securities shall then be allocated among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not Holders desiring to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the include Registrable Securities with respect to Piggy-Back Registrationsin such Underwritten Offering.

Piggyback Registration Rights. Subject to (a) If the last sentence of this Section 4.2, Company at any time after a Business Combination, if the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its securities under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders 1933, as amended (“Securities Act”), other than a in respect of an initial public offering, for sale to the public (except with respect to registration statement statements on Form Forms X-0, X-0 or other limited purpose formanother form not available for registering the Common Stock issuable on exercise of the Option for sale to the public), the Company at each time it will give written notice at the applicable address of record to the Optionee of its determination intention to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable SecuritiesOptionee, given within 15 twenty (20) days after receipt by the Optionee of any such notice from the Companynotice, the Company will, except as herein providedsubject to the limits contained in this Section 6, use its reasonable commercial efforts to cause all of the shares of Common Stock issuable on exercise of the Option (“Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting HoldersShares”) to be included in such registration statement (each, a “Piggy-Back Registration”)registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent requisite required to permit the such sale or other disposition by the prospective seller or sellers of the Requested Stocksaid Registrable Shares; provided, furtherhowever, that nothing herein shall prevent if the Company from, at is advised in writing in good faith by any time, abandoning or delaying any registration. If any registration managing underwriter of the Company’s securities being offered in a public offering pursuant to this Section 4.2 shall such registration statement that the amount to be underwritten in whole or in partsold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may require that reduce the Requested amount offered for the accounts of Selling Stockholders (including shares of Common Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested held by the underwriters, execute an underwriting agreement containing customary representations and warranties Optionee) to a number deemed satisfactory by selling stockholders and a lock-up on Registrable Securities not being soldsuch managing underwriter. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing The reduction of the shares held by the Selling Stockholders will be done on a pro rata basis. (b) The expenses of stock offered registering the Registrable Shares for the Optionee will be borne by the Company, . The Optionee will bear the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion expenses of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities sale of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsShares.

Piggyback Registration Rights. Subject to The Company hereby agrees with the last sentence holders of this Section 4.2the Shares or their transferees (collectively, the “Holders”) that at any time after a Business Combinationfollowing the date hereof, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeShares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities“Requesting Holders”), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Shares covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 4.1 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 180 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The Company’s obligation under this Section 4.1 shall not apply to Shares held by a Holder after the earlier of (a) the date that the Shares held by a Holder have been sold pursuant to Rule 144 under the 1933 Act (“Rule 144”) or an effective registration statement, or (b) such time as the provisions of the registration rights agreement filed as an exhibit Shares held by a Holder are eligible for immediate resale pursuant to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRule 144.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2Sections 5.14 and 15.5, at any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Purchaser proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 or other limited purpose form)of the DocuNet Common Stock; (ii) registrations of shares to be used solely as consideration for acquisitions of additional businesses by the Purchaser and (iii) registrations relating to employee benefit plans, the Company will Purchaser shall give each of the Sellers prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of any of the Registrable Securities, Sellers given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at DocuNet Common Stock which any time, abandoning or delaying any registrationsuch Seller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by Sellers, the underwriter. To Founding Companies, the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Sellers, the Founding Companies, the stockholders of the Founding Companies and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationthe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeUnderlying Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Underlying Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Underlying Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 4.2 shall not apply after the earlier of (a) the date that all of the Underlying Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Underlying Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combinationthe Original Issue Date, if the Company shall determine to proceed prepare and file with the actual preparation and filing of Commission a new registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 stock option or other limited purpose form)employee benefit plans, the Company will give shall send to each Holder a written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand if, within 15 calendar days after receipt the date of such notice, the Holder (or any such notice from the Companypermitted successor or assign) shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included shall include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockConversion Shares and Warrant Shares that such Holder requests to be registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at shall not be required to register any time, abandoning Conversion Shares or delaying any registration. If any registration Warrant Shares pursuant to this Section 4.2 shall be 11 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering is a firm-commitment underwritten in whole or in partoffering, the Company may require that exclude the Requested Stock Conversion Shares and /or Warrant Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Conversion Shares and/or Warrant Shares are required to be included excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included, and as to each such Holder, among the Conversion Shares and Warrant shares as elected by such Holder. In the case of inclusion in a firm-commitment underwritten offering, the underwriting Holders must sell their Conversion Shares and/or Warrant Shares on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested set by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in underwriters for shares of Common Stock to be sold for the good faith judgment account of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (i) If at any time after a Business Combination, if within one year following the Closing Date the Company shall determine proposes to proceed with register (including for this purpose a registration effected by the actual preparation and filing Company for shareholders of a new registration statement the Company other than Assignor or Assignor's existing shareholders) securities under the Securities Act of 1933 in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement public offering solely for cash on Form X-0, X-0 or other limited purpose formS-3 (or any replacement or successor forms), the Company will shall promptly give each person or entity which is a shareholder of Assignor on the date hereof (each a "Holder") written notice of its determination to the Investor or its nomineesuch registration (a "Piggyback Registration"). Upon the written request from a majority-in-interest of each Holder given within 20 days following the Registrable Securities, within 15 days after receipt date of any such notice from the Companynotice, the Company willshall, except as herein providedsubject to Section 8(h)(ii), cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement and use its best efforts to be registered under the Securities Act all Shares that each such Holder shall have requested to be registered; provided, however, that such right of inclusion shall not apply to (eachi) the registration statement for the initial public offering of the Company's securities, or (ii) any registration statement covering an underwritten offering of convertible debt securities, unless the underwriters' representative or agent expressly consents thereto. The Company shall have the absolute right to withdraw or cease to prepare or file any registration statement for any offering referred to in this Section 8(h) without any obligation or liability to any Holder. (ii) If the underwriters' representative or agent shall advise the Company in writing (with a “Piggy-Back Registration”)copy to each Holder that requests that its securities be included in such registration) that, all in the opinion of the underwriter, marketing factors require a limitation of the number of securities requested to be included in such registration, then the Company will include in such registration, to the extent requisite of the amount and class which the Company is so advised can be sold without such material adverse effect in such offering: first, all securities proposed to permit the sale or other disposition be sold by the prospective seller or sellers Company for its own account; second, all securities requested to be included in such registration by X.X. Xxxxxx Investment Corporation, Sixty Wall Street SBIC Fund, L.P., HarbourVest Partners V-Direct Fund L.P. and their respective permitted assigns; third, the Shares requested to be included in such registration by Holders pursuant to this Section 8(h), and all other securities being registered pursuant to the exercise of contractual rights comparable to the rights granted in this Section 8(h), in proportion (as nearly as practicable) to the amount of such Shares and securities of the Requested StockCompany owned by each holder thereof requesting inclusion of such Shares and securities in such registration; providedand fourth, further, that nothing herein all other securities requested to be included in such registration. (iii) The Company shall prevent the Company from, at any time, abandoning or delaying bear and pay all expenses incurred in connection with any registration. If any , filing or qualification of Shares with respect to a registration pursuant to this Section 4.2 shall be underwritten in whole 8(h), including without limitation all registration, filing, and qualification fees, printers' and accounting fees relating or in part, apportionable thereto and the Company may require that the Requested Stock be included in the underwriting on the same terms fees and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment disbursements of one counsel for all holders of the managing underwriter of Company's securities being registered in such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata registration (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market selected by the holders thereof for of a periodmajority of such securities being registered), not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement but excluding underwriting discounts and commissions relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsShares being registered.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationxxxxx xxe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose form), the Company will give written notice of xxxxxx xf its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.25.14 and 16.5, at any time after a Business Combinationfollowing the Closing, if whenever the Company shall determine Purchaser proposes to proceed with the actual preparation and filing of a new registration statement register any DocuNet Common Stock for its own or others' account under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (for a public offering, other than a (i) any shelf registration statement on Form X-0, X-0 or other limited purpose form)of the DocuNet Common Stock; (ii) registrations of shares to be used solely as consideration for acquisitions of additional businesses by the Purchaser and (iii) registrations relating to employee benefit plans, the Company will Purchaser shall give the Seller prompt written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable Securities, Seller given within 15 30 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, Purchaser shall cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at DocuNet Common Stock which any time, abandoning or delaying any registrationsuch Seller requests. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallHowever, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If Purchaser is advised in the writing in good faith judgment of the by any managing underwriter of such public an underwritten offering the inclusion of all of the Requested Stock would reduce securities being offered pursuant to any registration statement under this Section 16.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of such shares which can be offered by without adversely affecting the Company or interfere with offering, the successful marketing of the shares of stock offered by the Company, Purchaser may reduce pro rata the number of shares offered for the accounts of Requested Stock otherwise such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be included in sold by persons other than the underwritten public offering may be reduced pro rata (by number of shares) among Purchaser, the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by Seller, the underwriter. To Founding Companies, the extent only a portion stockholders of the Requested Stock is included in Founding Companies and other stockholders (the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Sellers, the Founding Companies, the stockholders of the Founding Companies and the Other Stockholders, pro rata based upon the number of shares held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationspersons.

Piggyback Registration Rights. Subject to During the last sentence two (2) year period commencing on the Date of this Section 4.2, at any time after a Business CombinationIssuance, if the Company shall determine proposes to proceed with the actual preparation and filing of file a new registration statement under the Securities Act in connection with the proposed offer and sale for a public offering of any of its securities by under the Act, it or will give written notice, at least forty-five (45) days prior to the filing of each such registration statement to the Holders of the Warrant and/or the underlying securities of its intention to do so. Upon written request from any of its security holders the Holders notifying the Company within twenty (other than 20) days after the giving of such notice of each such registration statement of their desire to sell the securities issued or of such notice of each such registration statement of their desire to sell the securities issued or issuable upon the exercise of this Warrant, the Company shall afford such Holders of the Warrant and/or underlying securities registered or qualified under such registration statement. This is not applicable to a registration statement on Form X-0filed with the Commission of Forms S-4 or S-8 or any other inappropriate forms, X-0 or other limited purpose form), not is it applicable to the Warrant once they have expired. The Holders who elect such piggyback registration rights agree to withdraw such of the registrable securities as shall reasonably be required by the underwriter in connection with any such offering. Neither the delivery of such notice by the Company will give written notice of its determination to nor the Investor election or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of by such Holders shall in any such notice from the Company, way obligate the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in file such registration statement (each, a “Piggy-Back Registration”under this Section 8(b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent and the Company frommay, at any timetime prior to the effective date thereof, abandoning or delaying any registration. If any registration pursuant determine not to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as offer the securities otherwise being sold through to which the underwritersregistration statement relates, without liability to such Holders. In such eventaddition, the Requesting Holders each Holder shall, if requested by upon the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment request of the managing underwriter underwriter, if any, of such public offering the inclusion of all offering, agree in writing not to sell, transfer, assign, hypothecate, or otherwise dispose of the Requested Stock would reduce securities issued or issuable upon the number exercise of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof this Option for a period, not to exceed 90 days, which the period of 24 moths in such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsunderwriter's discretion.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time or times on or after the date that is 180 days following the completion of a Business CombinationQualified Public Offering, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement register any Equity Interests or securities convertible into or exchangeable or exercisable for Equity Interests under the Securities Act (whether in connection with the proposed offer and sale a public offering of any of its securities by it the Company (a “primary offering”), a public offering of securities by members (a “secondary offering”), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose formthe Commission under the Securities Act is applicable), the Company will promptly give written notice thereof to the Mezzanine Investors. In connection with any such registration, if within thirty (30) days after their receipt of such notice (or ten (10) days in the case of a proposed registration on Form S-3) any Mezzanine Investor requests in writing the inclusion in such registration of some or all of the Registrable Interests (as hereinafter defined) owned by such Mezzanine Investor, or into which any units held by such Mezzanine Investor are convertible or exchangeable, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Interests which such Mezzanine Investor so requests; provided, however, that if at any time after giving written notice of its determination intention to register any Registrable Interests and prior to the Investor or its nominee. Upon the written request from a majority-in-interest effective date of the Registrable Securities, within 15 days after receipt of any registration statement in connection with such notice from the Companyregistration, the Company willshall determine in good faith, except as herein providedfor any reason not to register such Registrable Interests, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all Company shall give written notice to the extent requisite Mezzanine Investors and, thereupon, shall be relieved of its obligation to permit the sale or other disposition by the prospective seller or sellers of the Requested Stockregister any such Registrable Interests in connection with such registration; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shallcase of an underwritten public offering, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce or lead underwriter(s) determine that a limitation on the number of shares units to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Companyunderwritten is required, such underwriter(s) may limit the number of shares of Requested Stock otherwise Registrable Interests to be included in the underwritten registration and underwriting to an amount that, in the judgment of the underwriter, would not materially affect the term of the offering (including, without limitation the price at which such securities can be sold to the public offering or the market for the Company’s securities). The Company shall advise all Mezzanine Investors promptly after such determination by the managing or lead underwriter(s), and the number of Registrable Interests that may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering registration and any other securities of the Company held by such holders underwriting shall be withheld from allocated among all Mezzanine Investors requesting registration in proportion, as nearly as practicable, to their respective holdings of Registrable Interests; provided that all Persons participating in the market offering (other than the Company) shall be “cut back” on a pro rata basis. The Company may select the underwriters for any underwritten offering in its sole discretion. All reasonable out-of-pocket expenses incurred by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary Mezzanine Investors in order to effect the underwritten public offering. At such time as connection with the provisions of this Section 5.1 (including the registration rights agreement filed reasonable fees and expenses of one independent counsel for the Mezzanine Investors as an exhibit a group, selected by the Majority Holders) shall be borne by the Company, except that the Mezzanine Investors shall bear underwriting and selling commissions and Transfer taxes attributable to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions sale of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the their Registrable Securities with respect to Piggy-Back RegistrationsInterests.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combination, if the Closing Date the Company shall determine to proceed with the actual preparation and filing of a new registration statement register under the Securities Act any of its Common Stock for sale to the public for cash in an underwritten offering, and the registration form to be used would permit inclusion thereto of the Shares and any shares of common stock issued or issuable directly or indirectly with respect to the Shares held by the Buyers or other holders of the Shares (a “Holder”) by way of stock dividend or stock split or in connection with the proposed offer and sale a combination of any of its securities by it or any of its security holders (other than a registration statement on Form X-0shares, X-0 recapitalization, merger, consolidation or other limited purpose formreorganization a "Piggyback Registration"), the Company will give prompt written notice of its determination to a Holder and will include in such Piggyback Registration, subject to the Investor or its nominee. Upon allocation provisions below, with respect to which the Company has received from a Holder a written request from a majority-in-interest for inclusion within within 15 Business Days after the Company's sending of such notice (together, for purposes of this Section 8, the “Registrable Securities”); provided however, within 15 days after receipt that the Company shall not be required to effect any registration of any such notice from Registrable Securities if (i) the registration is the Company’s underwritten offering, (ii) registration is effected by the Company will, except as herein provided, cause all on behalf of a shareholder exercising registration rights that pursuant to the Registrable Securities covered by such request (terms thereof prohibit the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be shareholder's shares from being included in such registration statement (each, a “Piggy-Back "Limited Demand Registration”"), all to (iii) the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be Registrable Securities was previously included in a Registration Statement, whether an underwritten offering or otherwise, (iv) the underwriting registration statement is filed or effected on Form S-4 or Form S-8, each as promulgated under the same terms and conditions as the securities otherwise being sold through the underwriters. In such event1933 Act, the Requesting Holders shallor their then equivalents, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of sharesv) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144(bb) under the Securities Act or any other rule of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercisedsimilar effect, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern or (vi) the Registrable Securities or their then equivalents relate to equity securities to be issued solely in connection with respect to Piggy-Back Registrationsany acquisition of any entity or business or equity securities issuable in connection with a stock option or other employee benefit plans.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationthe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeWarrant Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Warrant Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Warrant Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 4.2 shall not apply after the earlier of (a) the date that all of the Warrant Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Warrant Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to The Company covenants and agrees with the last sentence Holder and any other Holders or subsequent Holders of this Section 4.2the Registrable Securities that if, at any time within the period after the Effective Date, it proposes to file a Business Combination, if the Company shall determine Registration Statement or Offering Statement with respect to proceed with the actual preparation and filing any class of a new registration statement under the Securities Act security (other than in connection with an offering to the proposed offer Company’s employees) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and sale the registration form or Offering Statement to be used may be used for registration of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)the Registrable Securities, the Company will give prompt written notice (which, in the case of a Registration Statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 12(a) of this Agreement, shall be within ten (10) business days after the Company’s receipt of notice of such exercise, in any event, shall be at least 45 days prior to such filing) to, the Holders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 12(a) of this Agreement) at the addresses appearing on the records of the Company of its determination intention to the Investor file a Registration Statement or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Offering Statement and will offer to be included include in such registration statement or Offering Statement to the maximum extent possible, and limited, in the case of a Regulation A offering, to the amount of the available exemption, subject to sub-paragraphs (each, a “Piggy-Back Registration”i) and (ii) of this paragraph (b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back which the Company has received written requests for inclusion therein within ten (10) days after the giving of notice by the Company. All registrations requested pursuant to this Section 12(b) are referred to herein as “Piggyback Registrations.” All Piggyback Registrations pursuant to this Section 12(b) will be made solely at the Company’s expense. This paragraph is not applicable to a Registration Statement filed by the Company with the Commission on Forms S-4 or S-8 or any successor forms.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.29.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor Purchasers or its nomineetheir nominees. Upon the written request from a majority-in-interest of the Registrable SecuritiesPurchasers, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Purchasers making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 9.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating Registration Statement covering the shares of Common Stock acquired by the Purchasers prior to the Company’s initial public offering IPO may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.29.2, 4.3 9.3 and 4.4 9.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to The Company covenants and agrees with the last sentence Holders of this Section 4.2the Registrable Securities that if, at any time after a Business Combinationwithin the 30 month period commencing from the date hereof, if the Company shall determine and ending December 31, 1998, it proposes to proceed file with the actual preparation Securities and filing of Exchange Commission (the "SEC") a new registration statement Registration Statement ( a "Registration Statement") under the Securities Act in connection of 1933, as amended (the "Act"), with respect to the proposed offer and sale of any class of its securities by it or any of its security holders (other than pursuant to a registration statement Registration Statement on Form X-0, X-0 Forms S-4 or S-8 or any successor form or other limited purpose formthan a post-effective amendment to a Registration Statement that relates to the Company's publicly traded warrants), in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of the Company's securities and the registration form to be used may be used for registration of the Registrable Securities, the Company will give prompt written notice (which, in the case of a Registration Statement pursuant to the exercise of registration rights, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, shall be at least twenty (20) days prior to such filing) to the Holders of Registrable Securities at the addresses appearing on the records of the Company of its determination intention to the Investor file a Registration Statement, and will offer to include in such Registration Statement, all or its nominee. Upon the written request from a majority-in-interest any portion of the Registrable Securities. The offer to include the Registrable Securities is limited by subparagraphs (a) and (b) of this Section 1. In any event, the maximum number of Registrable Securities which shall be registered shall not exceed that number for which the Company has received written requests for inclusion therein within 15 fifteen (15) days after receipt the giving of any such notice from by the Company. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to cause to become effective such Registration Statement as promptly as practicable. In that regard, the Company willmakes no representations or warranties as to its ability to have the Registration Statement declared effective. All registrations requested pursuant to this Section 1 are referred to herein as "Piggyback Registrations." All Piggyback Registrations pursuant to this Section 1 will be made solely at the Company's expense, except as herein providedexclusive of any sales commissions incurred from the sale of the Common Stock and any attorneys' fees incurred by the Holders resulting from the hiring of their own attorneys, cause all if any Registrable Securities are sold. In the event the Company is advised by the staff of the SEC, Nasdaq, or any self-regulatory or state securities agency that the inclusion of the Registrable Securities covered by such request (will prevent, preclude or materially delay the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (eacheffectiveness of a Registration Statement filed, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise in good faith, may amend such Registration Statement to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern exclude the Registrable Securities with respect without otherwise affecting the Holders rights to Piggy-Back Registrationsany other Registration Statement herein.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company shall at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the a proposed offer and sale of any of its equity securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeSecurities. Upon the written request from a majority-in-interest of the Registrable Securitiesany Holders, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such Reserved Shares with respect to which a request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) for inclusion has been received to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite required to permit the sale or other disposition by the prospective seller or sellers of the Requested StockReserved Shares to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock Reserved Shares requested for inclusion pursuant to this Section 4.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders requesting inclusion in the registration statement shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Reserved Shares originally covered by a request for registration (the "Requested Stock Stock") would reduce the number of shares to which could be offered sold by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of thereof requesting such registration pursuant to the "piggyback" registration rights who have requested inclusion of their securities herein or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 4.2 shall not apply to Reserved Shares that at such time as are eligible for immediate resale pursuant to Rule 144(k) under the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsAct.

Piggyback Registration Rights. Subject to Commencing 90 days after the last sentence of this Section 4.2, at any time after a Business CombinationInitial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose formpuxxxxx xxrm), the Company will give written notice of its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.1 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.1 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time, or from time after a Business Combinationto time, if the Company shall determine proposes or determines to proceed with the actual preparation and filing register any of a new registration statement its securities under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 effected solely to implement an employee benefit plan or other limited purpose formto effect a business combination pursuant to Rule 145 promulgated under the Securities Act or any successor rule thereto), the Company will will: (a) Promptly give written notice thereof (which notice shall include a list of its determination the jurisdictions, if any, in which the Company intends to qualify such securities under the Investor applicable blue sky or its nominee. Upon other state securities laws) to each Holder, and (b) Include among the securities which it then registers and qualifies all the Registrable Securities specified in a written request from a majority-in-interest of or requests, received by the Registrable Securities, Company within 15 days after receipt the dispatch of any such written notice from by the Company, by any Holder or Holders; PROVIDED THAT (i) the Company willshall not be required to include any Registrable Securities in the initial public offering of securities of the Company under the Securities Act unless the Company includes in the registration statement filed with the Commission in connection with such registration any securities being sold for the account of anyone other than the Company and (ii) if the registration of which the Company gives notice is for a registered public offering involving an underwriting, except as herein the underwriter may, if in the written opinion of the underwriter market conditions require a limitation on the number of shares to be underwritten, reduce the aggregate number of Registrable Securities proposed to be registered by the Company on behalf of such Holders to an amount which is not less than 20%, 30% and 40% of the total number of shares of Common Stock registered in the first, second, third and all subsequent registrations, respectively, provided, cause however, that any and all securities held by C. Kennxxx Xxxxxx xxx excluded from such registration prior to the exclusion of any other securities. In all registered public offerings, whether underwritten or not, the amount of securities of Holders entitled to registration which are included in such registration, in accordance with the limitations set forth above, shall be allocated to each Holder in proportion, as nearly as practicable, to the number of Registrable Securities as of the date of the notice given pursuant to Subsection 4.2(a), held by such Holder seeking registration; PROVIDED, HOWEVER, that such allocation among the Holders shall not operate to reduce the number of Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten as determined in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere accordance with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsforegoing provisions.

Piggyback Registration Rights. Subject to (i) If the last sentence of this Section 4.2, Buyer shall at any time after a Business Combination, if the Company shall or times determine to proceed with the actual preparation and filing of a new registration statement register under the Securities 1933 Act in connection with any shares of the proposed offer and sale of any of its securities by it or any of its security holders Buyer's Common Stock (other than a registration of Common Stock under stock option plans, stock ownership plans, or other employee benefit plans of the Buyer or its subsidiaries) pursuant to an offering whereby the Buyer will receive cash for the sale of such Common Stock, it will notify each Seller in each case of such determination at least thirty (30) days prior to filing the registration statement on Form X-0and, X-0 or other limited purpose form), upon the Company will give written notice receipt of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest by such Sellers representing at least forty percent (40%) of the Registrable Securities, Shares given within 15 fifteen (15) days after receipt of any such notice from the Companynotification, the Company willBuyer will use its best efforts to cause any of the Shares, except as herein specified in such request, to be registered under the 1933 Act pursuant to such registration statement, to the extent and under the condition that such registration is permissible under the 1933 Act and the rules and regulations thereunder, provided, cause all however, that if the managing underwriter selected by the Buyer advises it in writing that, in such underwriter's opinion, the inclusion of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Shares requested to be included in such registration statement would materially adversely affect the distribution of all such common stock, then the Sellers shall not be permitted to register their Shares as specified in such request (eachprovided, that if other shareholders of the Buyer with similar demand or piggyback registration rights have also made a “Piggy-Back Registration”request to have their shares registered, such other sellers shall have the shares submitted for registration similarly reduced, on a pro rata basis), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, but if such advice is not given at any timetime thereafter, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, both the Company Buyer and the Sellers may require that the Requested sell Buyer's Common Stock be included in the underwriting on the same terms and conditions as the securities otherwise proposed distribution, with each party being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and entitled to sell a lock-up on Registrable Securities not being sold. If in the good faith judgment proportion of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered sold by the Company or interfere with Sellers and the successful marketing of Buyer in its proposed distribution corresponding to the shares of stock offered by the Company, ratio that the number of shares of Requested Stock otherwise proposed to be included in sold by such party bears to the underwritten public offering may be reduced pro rata (by aggregate number of sharesshares proposed to be sold by Sellers and the Buyer. (ii) among The Buyer shall pay all expenses incurred in connection with any registration pursuant to this Section, except that the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities Sellers shall pay for (i) any broker or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement underwriting commissions or discounts relating to the Company’s initial public offering may be exercisedBuyer's Common Stock sold by such shareholders, and (ii) fees of counsel to Sellers engaged separately from counsel to the exercise and procedural provisions of Buyer in connection with such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsregistration.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2(a) If, at any time after a Business Combinationand from time to time, if the Company ABR and/or other shareholders of ABR shall determine to proceed with register shares of Common Stock under the actual preparation and filing Act for the purpose of effecting a firmly underwritten public offering thereof for cash, ABR shall give prompt written notice thereof to all Holders who then hold Shares describing the material terms of the proposed public offering; provided, however, that ABR shall not be required to give such notice to the Holders if: (i) the proposed registration is not to be made on Commission Form S-1, X-0 xx S-3 (or the successors to such forms); or (ii) is (A) a registration of securities other than Common Stock, (B) a registration of a new stock option, incentive compensation, profit sharing or other employee benefit plan or securities issued or issuable pursuant to any such plan, or (C) a registration statement under the Securities Act of securities proposed to be issued in exchange for securities or assets of, or in connection with the proposed offer and sale a merger, share exchange, consolidation or other business combination involving, another corporation or entity. (b) Subject to subsection (c) of this Section 2, upon receiving any notice required under subsection (a) of its securities by it or Section 2, any of its security holders (other than Holder desiring to participate in such a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give (a "piggyback registration") shall provide written notice of its determination such intent to ABR (a "piggyback registration request") within twenty (20) days after the Investor date of ABR's notice. Such piggyback registration request shall be accompanied by: (i) a Power of Attorney in form reasonably satisfactory to ABR, duly executed by such Holder; (ii) a Letter of Transmittal and Custody Agreement in form reasonably satisfactory to ABR, duly executed by such Holder; (iii) the stock certificates representing the Shares to be registered by such Holder (or its nominee. Upon a letter from the written request from a majority-in-interest pledgee of any Shares agreeing to deliver the stock certificates upon payment of the Registrable Securities, within 15 days after receipt amount specified therein) accompanied by stock powers' duly executed in blank by or on behalf of such Holder; and (iv) any other documents necessary in ABR's reasonable opinion to facilitate the Holder's participation in such notice from the Companyregistration (collectively, the Company will, except as herein provided, cause "Registration Documents"). ABR shall use its best efforts to register all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Shares requested to be included in such registered by each Holder on his or her piggyback registration statement (each, a “Piggy-Back Registration”), all to request concurrently with the extent requisite to permit the sale or other disposition by the prospective seller or sellers registration of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Common Stock be included in the underwriting by ABR on its own behalf and on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter offering and sale as contemplated and agreed to by ABR. Holders requesting to participate in any piggyback registration must sell their Shares subject thereto on the same terms and conditions of such the offering and sale (including, without limitation, purchase price and underwriting discount per share, but excluding any differing allocation agreed to by ABR with respect to any over-allotment option granted) as agreed to by ABR in connection with its sale of Common Stock thereunder. ABR shall promptly deliver to all Holders requesting to participate in any piggyback registration copies of any preliminary and final prospectuses relating to the public offering offering. (c) ABR shall not be required to include any Shares which have been requested to be registered by a Holder in any piggyback registration under this Section 2 if ABR or the underwriters believe that, in their opinion, the inclusion of all the Shares proposed to be included by the Holders would interfere with the timing, pricing or marketing of the Requested Common Stock would reduce being offered by ABR; provided, however, any reduction in the number of shares Shares requested to be offered included by the Company or interfere with the successful marketing of the shares of stock offered by the Company, Holders in any such piggyback registration will be made on a pro rata basis (based on the number of shares of Requested Stock otherwise Shares requested to be included in the underwritten public offering may be reduced pro rata (by number of sharestherein) among the Requesting Holders (with any reduction in the number of Shares requested to be included by Holders made on a pro rata basis based on the number of Shares owned by each Holder requesting registration) and all any other holders of Common Stock also requesting participation in such piggyback registration. ABR may, in its sole discretion, withdraw any such registration rights who statement and abandon any proposed piggyback registration in which the Holders have requested inclusion of to participate, in which case the Holders shall retain their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering rights under Sections 1 and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 2 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject (a) In addition to and not in limitation of the last sentence of this rights specified in Section 4.22 above, if, at any time on or after a Business Combinationthe date of this Agreement, if the Company shall determine AUGI proposes to proceed with the actual preparation and filing register any of a new registration statement its equity securities under the Securities Act in connection with of 1933, as amended (the proposed offer and sale of any of its securities by it or any of its security holders (other than "Securities Act"), on a registration statement on Form S-1, Form X-0, X-0 Xxxx X-0, or other limited purpose forman equivalent general registration form then in effect (a "Registration Statement"), whether in whole or in part for purposes of a sale by any stockholder of AUGI (other than the Company will Stockholders) of such equity securities for such person's (each such person, an "AUGI Registrant") own account, on each such occasion AUGI shall give prompt written notice of its determination intention to do so to the Investor or its nominee. Stockholders. (i) Upon the written request from a majority-in-interest of the Registrable SecuritiesStockholders, given within 15 fifteen (15) days after following the receipt of any such written notice from (which request shall specify the CompanyRegistrable Securities intended to be disposed of by such Stockholder and the intended method of distribution thereof), the Company will, except as herein provided, cause AUGI will use its best efforts to include in such registration statement any or all of the Registrable Securities covered then owned by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in Stockholder requesting such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite necessary to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; providedshares constituting Registrable Securities to be so registered, furtherbut only to the extent of a number of shares of AUGI Common Stock such that the Stockholders are able to sell shares of Registrable Securities but (x) in the case of an underwritten public offering, that nothing herein shall prevent subject to such "underwriter cutbacks" described in Section 3(b) of this Agreement, as the Company fromapplicable underwriter may determine in good faith, at and (y) in the case of any timeother offering, abandoning or delaying any registration. If any on a proportional basis with AUGI and/or such other AUGI Registrants intending to sell shares pursuant to such registration statement (each such effort to include Registrable Shares under such a Registration Statement pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions 3 is sometimes hereinafter referred to as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations"Piggyback Registration").

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if If the Company shall determine to proceed with the actual preparation and filing of proposes to: (i) file a new registration statement under the Securities Act in connection with Act, covering securities of the proposed offer and sale Company, whether for the Company’s own account or for the account of any of its securities by it or any of its selling security holders (holders, other than registration statement relating to an acquisition or merger or a registration statement on Form X-0S-8 or subsequent similar form; or (ii) qualify a prospectus, X-0 statement of material facts or similar public offering document pursuant to the securities legislation of one or more provinces of Canada or in any other jurisdiction; it shall (i) advise the Holders by written notice at least sixty (60) days prior to the filing of such registration statement or prospectus, statement of material facts or other limited purpose formpublic offering document (the “Public Offering Document”), which notice shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the securities laws; and (ii) will give written notice of its determination to upon the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from Holder include in any Public Offering Document and in any underwriting involved therewith such information as may be required to permit a public offering of the Companyshares of Common Stock received by the Holder on the exercise of this Warrant. The Company is not required to include such shares in a Public Offering Document relating to an offering of securities if the managing underwriter has advised the Company that the inclusion of such Warrant Interest will have an adverse effect upon the offering (in which case, the Company will, except as herein provided, cause all amount of securities to be offered for the Registrable Securities covered by such request accounts of Holders will be reduced (or eliminated) to the “Requested Stock”) held by extent necessary to reduce the Investors making such request (the “Requesting Holders”) total amount of securities to be included in such registration statement (each, a “Piggy-Back Registration”), all offering to the extent requisite to permit amount recommended by such managing underwriter). In so excluding the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in partshares, the Company may require that not treat the Requested Stock be included in Holders less favourably than others having piggyback registration rights. The Company shall keep such Public Offering Document effective for a period of nine months from the underwriting on effective date of such Public Offering Document or until such earlier date the same terms and conditions as distribution of the securities otherwise being sold through the underwritersregistered shares has been completed. In connection with such eventregistration, the Requesting Holders shall, if will execute and deliver such customary underwriting documents and provide such information as are requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering as a condition to the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsPublic Offering Document.

Piggyback Registration Rights. Subject to The Company covenants and agrees with the last sentence Representative and any other Holders or subsequent Holders of this Section 4.2the Registrable Securities that if, at any time within the period commencing one (1) year and ending five (5) years after a Business Combinationthe Effective Date, if the Company shall determine it proposes to proceed with the actual preparation and filing of file a new registration statement under with respect to the Securities Act public sale of Common Shares for cash (other than in connection with an offering to the proposed Company's employees, an acquisition, merger or similar transaction, an employee benefit plan, an exchange offer or a dividend reinvestment plan) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and sale the registration form to be used may be used for registration of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form)the Registrable Securities, the Company will give written notice at least 30 days prior to such filing to the Holders of Warrants or Registrable Securities (regardless whether some of the Holders have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its determination intention to the Investor or file a registration statement and will offer to use its nominee. Upon the written request from a majority-in-interest reasonable efforts to include in such registration statement any of the Registrable Securities, within 15 days after receipt subject to paragraphs (i) and (ii) of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request this paragraph (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”b), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back which the Company has received written requests for inclusion therein within twenty (20) days after the giving of notice by the Company. All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company expense, except for the Holders' Expenses, which shall be paid by the Holder. If the securities or blue sky laws of any jurisdiction in which the securities so registered are proposed to be offered would require the Holder's payment of greater registration expenses than those otherwise required by this Section 10 and if the Company shall determine, in good faith, that the offering of such securities in such jurisdiction is necessary for the successful consummation of the registered offering, then the Holder shall either agree to pay the portion of the registration expenses required by the securities or blue sky laws of such jurisdiction to be paid by the Holder or withdraw his request for inclusion of his Registrable Shares in such registration.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationxxxxx xhe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose form), the Company will give written notice writtxx xxxxxe of its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.25.2, at any time on or after the date on which the Company publicly announces that it has entered into a letter of intent with respect to a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to the Investor or Subscriber, its nomineenominee(s), and each holder of Registrable Securities. Upon the written request from a majority-in-interest of the Registrable SecuritiesSubscriber and each such holder, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors Subscriber and each holder of Registrable Securities making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating covering the shares of Common Stock acquired by the Subscriber prior to the Company’s initial public offering Offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.25.2, 4.3 5.3 and 4.4 5.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRegistration.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company shall determine determines to proceed with the actual preparation and filing of a new registration statement register under the Securities Act of 1933, as amended (including pursuant to a demand of any security holder of the Company exercising registration rights), any of its Common Stock (except securities to be issued solely in connection with the proposed offer and sale any acquisition of any entity or business, shares issuable solely upon exercise of its securities by stock options, shares issuable solely pursuant to employee benefit plans or stock purchase plans, or shares to be registered on any registration form that does not permit secondary sales), it or any shall give to the Registered Holder written notice of its security holders such determination at least fifteen (other than a registration statement on Form X-015) days prior to each such filing. If, X-0 or other limited purpose form)within five (5) days after receipt of such notice, the Registered Holder so requests in writing, the Company will give written notice of use its determination best efforts to include the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included Registered Holder's Warrant Shares in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite permitted by applicable regulation) that the Registered Holder requests to permit be registered (the sale or other disposition by "Registrable Securities"); PROVIDED, HOWEVER, in the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If event any registration pursuant to this Section 4.2 4 shall be underwritten be, in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such underwritten public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the CompanyCommon Stock, the number of shares of Requested Stock otherwise Registrable Securities to be included in such an underwriting may be reduced if and to the extent that the managing underwriter is of the opinion that such inclusion would materially and adversely affect the marketing of the securities to be sold therein. Any Registrable Securities which are included in any underwritten public offering under this Section 4 will be sold upon such terms as the managing underwriters reasonably request. If the Registered Holder disapproves of the terms of such underwriting, the Registered Holder may be reduced pro rata (elect to withdraw therefrom by number of shares) among written notice to the Requesting Holders Company and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. (a) If World Media proposes to register (including, for this purpose, a registration effected by World Media for World Media stockholders other than the UYR Holders) any of its stock or other securities under the 1933 Act in connection with the public offering of such securities solely for cash, World Media shall, at such time, promptly give each UYR Holder written notice of such proposed registration. Except in connection with (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any family members of any such persons (including a registration on Form S-8), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, or (iii) a shelf registration of securities to be issued solely by World Media on Form S-3, upon the written request of each UYR Holder given within twenty (20) days after mailing of such notice by World Media in accordance with Section 11.5, World Media shall cause to be registered all of the World Media Common Stock that each such UYR Holder has requested to be included in such registration, provided, however, that upon any cutbacks of the total number of shares of World Media Common Stock proposed to be included in such a registration statement, the shares to be registered on behalf of the UYR Holders shall be cut back pro rata with the cut back in the number of shares being offered directly by World Media. All expenses of any such registration statement shall be borne entirely by World Media except for underwriting discounts and selling commissions applicable to the shares being sold by the UYR Holders. Each UYR Holder who elects to participate in such a registration shall be subject to the same terms and conditions as may be reasonably requested by the underwriters for such offering upon World Media and other participating World Media stockholders. World Media shall have the right to terminate or withdraw any registration initiated by it subject to this Section 10.2 before the effective date of such registration, whether or not any UYR Holder has elected to include World Media Common Stock in such registration. All expenses of any such withdrawn registration shall be borne by World Media, including any out-of-pocket expenses incurred by the UYR Holders in connection with such withdrawn registration statement. Subject to the last sentence of Section 10.2(b) below, World Media shall be obligated to file and cause the effectiveness of up to three (3) piggyback registrations in which shares of World Media Common Stock held by the UYR Holders are included. (b) If a “piggyback” registration is for a registered public offering that is to be made by an underwriting, World Media shall, in the notice, so advise the UYR Holders. In such event, in addition to the conditions set forth in Section 10.2(a), the right of any UYR Holder to participate in such piggyback registration shall be conditioned upon such UYR Holder’s notification to World Media of his or her desire to participate in such underwriting and the inclusion of all or part of such UYR Holder’s World Media Common Stock in the underwriting to the extent provided herein. All UYR Holders proposing to sell any of their World Media Common Stock through such underwriting shall (together with World Media and any other shareholders of World Media selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by World Media or the selling shareholders, as applicable. Notwithstanding any other provision of this Section 4.2, at any time after a Business Combination10.2, if the Company underwriter or World Media determines that marketing factors require a limitation on the number of shares of World Media Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all of the World Media Common Stock from such registration and underwriting. World Media shall determine so advise all UYR Holders (except those UYR Holders who failed to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of timely elect to include any of its securities by it his of her World Media Common Stock through such underwriting or any have indicated to World Media his or her decision not to do so), and indicate to each such UYR Holder the number of its security holders (other than shares of his or her World Media Common Stock that may be included in the registration and underwriting, if any. The number of shares that may be included in the registration and underwriting shall be allocated first to World Media and then, subject to obligations and commitments existing as of the date hereof, to all selling shareholders who have a registration statement on Form X-0, X-0 piggyback or other limited purpose formcontractual right to participate in such registration, including the UYR Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein by all such selling shareholders. In the event that the underwriter or World Media determines to exclude from the registration more than 50.0% of the shares of World Media Common Stock desired by the UYR Holders to be included in the registration and underwriting in accordance with this Section 10.2(b), the Company will give written notice of its determination such registration and underwriting shall not be deemed to the Investor or its nominee. Upon the written request from be a majority-in-interest piggyback registration for purposes of the Registrable Securities, within 15 days after receipt last sentence of Section 10.2(a) above. No World Media Common Stock excluded from the underwriting by reason of the underwriter’s marketing limitation described in the preceding paragraph shall be included in such registration. If any UYR Holder disapproves of the terms of any such underwriting, such UYR Holder may elect to withdraw such UYR Holder’s shares of World Media Common Stock therefrom by delivering a written notice to World Media and the underwriter. The shares of World Media Common Stock so withdrawn from the Company, the Company will, except as herein such underwriting shall also be withdrawn from such registration; provided, cause all however, that, if by the withdrawal of the Registrable Securities covered by such request (the “Requested Stock”) shares, a greater number of shares of World Media Common Stock held by the Investors making such request (the “Requesting Holders”) to other UYR Holders may be included in such registration statement (each, a “Piggy-Back Registration”), all up to the extent requisite to permit the sale or other disposition by the prospective seller or sellers maximum of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested limitation imposed by the underwriters), execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If then World Media shall offer to all UYR Holders who have included shares of his or her World Media Common Stock in the good faith judgment of registration the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares right to be offered by the Company or interfere with the successful marketing of the include additional shares of stock offered by World Media Common Stock pursuant to the Company, the number of shares of Requested Stock otherwise to be included terms and limitations set forth herein in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded same proportion used above in their entirety if so required by determining the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsmarketing limitation.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationtime, if the Company MSGI shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose formpurpoxx xxxx), the Company MSGI will give written notice of its determination to the Investor or its nomineeFounding Members. Upon the written request from a majority-in-interest of any Founding Member (the Registrable Securities"Requesting Member"), within 15 20 days after receipt of any such notice from the CompanyMSGI, the Company MSGI will, except as herein provided, cause all of the Registrable Securities Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Members to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company MSGI from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 1.2 shall be underwritten in whole or in part, the Company MSGI may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders Member shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities the Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company MSGI or interfere with the successful marketing of the shares of stock offered by the CompanyMSGI, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders Members and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company MSGI held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of MSGI under this Section 1.2 shall not apply after the earlier of (a) the date that all of the Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Shares are eligible for immediate resale pursuant to Rule 144(k) under the 1933 Act. Any and all fees and expenses payable in connection with all such registration rights shall be borne by MSGI whether or not pursuant to an underwritten public offering and whether or not a registration statement is filed or becomes effective or whether or not any Shares are sold pursuant to any registration statement. The Requesting Members shall cooperate with MSGI in providing the information necessary to effect the registration rights agreement filed as an exhibit of their Shares, including completion of customary questionnaires. Failure to do so may result in exclusion of such Requesting Members' Shares from the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsstatement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2(a) If, at any time after a Business Combinationtime, if the Company shall determine to proceed with register any of its securities either for its own account or the actual preparation and filing account of a new security holder or holders exercising their respective demand registration statement rights, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction (as promulgated by the Securities and Exchange Commission under the Securities Act in connection with the proposed offer and sale of any of its securities by it 1933) (relating to registrations resulting from mergers, reorganizations or any of its security holders (other than similar transactions), or a registration statement on Form X-0, X-0 or other limited purpose form)any registration form which does not permit secondary sales, the Company will will: (i) Promptly give Eastern written notice thereof (which shall include a list of its determination the jurisdictions in which the Company intends to attempt to qualify such securities under the Investor applicable blue sky or its nominee. Upon other state securities laws); and (ii) Include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Stock specified in a written request from a majority-in-interest of the Registrable Securitiesor requests, made by Eastern within 15 thirty (30) days after receipt of any such the written notice from the CompanyCompany described in clause (i) above, except as set forth in Section 5(b) below. Such written request may specify all or a part of the Stock. (b) If the registration of which the Company gives Eastern notice pursuant to Section 5(a)(i) above is for a registered public offering involving an underwriting, the Company will, except shall so advise Eastern as herein provided, cause all a part of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriterswritten notice. In such event, Eastern's right to registration pursuant to Section 5 shall be conditioned upon Eastern's participation in such underwriting and the Requesting Holders shall, if requested by inclusion of Eastern's shares of Stock in the underwriters, execute underwriting to the extent provided herein. All holders (including Eastern) proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement containing in customary representations and warranties form with the underwriter or underwriters selected by selling stockholders and the Company, which underwriters shall be reasonably acceptable to a lock-up on Registrable Securities not being sold. If majority in the good faith judgment interest of the managing participating holders. Notwithstanding any other provision of this Section 5, if the underwriter of such public offering advises the inclusion of all of the Requested Stock would reduce Company in writing that marketing factors require a limitation on the number of shares to be offered by underwritten, the Company or interfere with the successful marketing of the shares of stock offered by the Company, underwriter may limit the number of shares of Requested Stock otherwise the Company's capital stock to be included in the underwritten public offering may be reduced pro rata (by registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares) among the Requesting Holders and all other holders shares of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is that are entitled to be included in the underwritten public offeringregistration and underwriting shall be allocated on a pro rata basis among all of such holders. (c) The Company shall bear all Registration Expenses incurred in connection with any registration, those shares of Requested Stock which are thus excluded from qualification or compliance pursuant to this Section 5. All Selling Expenses shall be borne by the underwritten public offering and any other securities holders, including the Company, of the Company held by such holders shall be withheld from securities so registered pro rata on the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions basis of the number of their shares so registered. For this purpose, "Registration Expenses" shall mean all registration rights agreement filed as an exhibit and filing fees, printing expenses, fees and disbursements of counsel for the Company; blue sky fees and expenses, and related expenses. "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the registration statement relating to the Company’s initial public offering may be exercised, the exercise sale of shares being registered and procedural provisions all fees and disbursements of such agreement, rather counsel for any holder (other than the provisions fees and disbursements of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationscounsel included in Registration Expenses).

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, If at any time after a Business Combination, if the Company conversion of the Buyer's Note the Buyer shall determine propose to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of register any of its securities by it shares for sale or any of disposition, for its security holders (other than own account for cash under the 1933 Act in a registration statement Public Offering on Form X-0S-1 or S-2 (the "Qualified Public Offering"), X-0 or other limited purpose form)and if the Shares have not been registered under Section 6.10 above, the Company will shall: (i) Promptly give to the Stockholders at least thirty (30) days' written notice of its determination prior to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesfiling thereof (which shall include, within 15 days after receipt of any such notice from the Companyif then determined, the Company willproposed date on which the registration statement is to be filed, except as herein providedthe proposed price and registration price per share, cause all the number of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) shares proposed to be included in such registration, the identity of any proposed selling stockholders and a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) Include in such registration statement (eachand any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, a “Piggy-Back Registration”)portion of the Shares which are specified in a written request, all to the extent requisite to permit the sale or other disposition requests, made by the prospective seller or sellers Buyer within ten (10) days after receipt of such written notice from the Buyer by the Purchaser. The rights of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any Stockholders to registration pursuant to this Section 4.2 section shall be underwritten conditioned upon the Stockholders' participation in whole or in part, any underwriting relating to the Company may require that Buyer's registered public offering. The Stockholders shall (together with the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute Company) enter into an underwriting agreement containing in customary representations and warranties form with the underwriter or underwriters selected by selling stockholders and a lock-up on Registrable Securities not being soldthe Buyer. If The Buyer will use its best efforts to include the Stockholders' Shares in the good faith judgment Qualified Public Offering. Notwithstanding any provision of this section, if the underwriter, in its sole discretion, determines that marketing factors require a limitation of the managing number of securities to be underwritten, or that the Qualified Public Offering be limited to shares offered by the Stockholders only, the underwriter of such public offering the inclusion of may exclude some or all of the Requested Stock would reduce Stockholders' shares for which the number of shares Stockholders seek registration from inclusion in the registration and underwriting; which reduction shall be pro rata among the Stockholders; PROVIDED, HOWEVER, in the event that there are other stockholders in addition to be offered by the Company Stockholders who have exercised their piggyback registration rights with respect to a Qualified Public Offering and the underwriter has exercised its right to limit or interfere with the successful marketing of the shares of stock offered by the Company, "cut-back" the number of shares of Requested Common Stock otherwise to be sold in such Offering, the Shares of Common Stock held by the Stockholders shall be included in such Offering prior to the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by shares of any other stockholder who is not a Stockholder. The rights under this Section 6.11 will terminate at the underwriter. To the extent only a portion time of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities effectiveness of the Company held by such holders shall Form S-3 Registration set forth in Section 6.10 above. The Shares will be withheld from subject to the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the normal indemnification and other provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsBuyer's standard Registration Rights Agreement.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2If, at any time after a Business Combinationthe Original Issue Date, if the Company shall determine to proceed prepare and file with the actual preparation and filing of Commission a new registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 stock option or other limited purpose form)employee benefit plans, the Company will give shall send to each Holder a written notice of its such determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securitiesand if, within 15 calendar days after receipt the date of such notice, the Holder (or any such notice from the Companypermitted successor or assign) shall so request in writing, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included shall include in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers any part of the Requested StockConversion Shares and Warrant Shares that such Holder requests to be registered; provided, furtherhowever, that nothing herein shall prevent the Company from, at shall not be required to register any time, abandoning Conversion Shares or delaying any registration. If any registration Warrant Shares pursuant to this Section 4.2 shall be 11 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering is a firm-commitment underwritten in whole or in partoffering, the Company may require that exclude the Requested Stock Conversion Shares and /or Warrant Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Conversion Shares and/or Warrant Shares are required to be included excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included, and as to each such Holder, among the Conversion Shares and Warrant shares as elected by such Xxxxxx. In the case of inclusion in a firm-commitment underwritten offering, the underwriting Holders must sell their Conversion Shares and/or Warrant Shares on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested set by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in underwriters for shares of Common Stock to be sold for the good faith judgment account of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationthe Initial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), the Company will give written notice of its determination to all record holders of the Investor or its nomineeShares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities“Requesting Holders”), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Shares covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders Holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 4.2 shall not apply after the earlier of (a) the date that all of the Shares have been sold pursuant to the Rule or an effective registration statement, or (b) such time as the provisions of the registration rights agreement filed as an exhibit Shares are eligible for immediate resale pursuant to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back RegistrationsRule 144(k).

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2(a) If, at any time after a Business Combinationthe Mandatory Registration Termination Date, if the Company shall determine proposes to proceed with the actual preparation and filing register any of a new registration statement its Common Stock under the Securities Act Act, whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Company (but excluding in connection with the proposed offer and sale of all cases any of its securities by it registrations to be effected on Forms S-4 or any of its security holders (other than a registration statement on Form X-0, X-0 S-8 or other limited purpose formapplicable successor Forms), the Company will shall, each such time, give to the Investors holding Registrable Shares written notice of its determination intent to the Investor or its nomineedo so. Upon the written request from a majority-in-interest of the Registrable Securities, such Investors given within 15 20 days after receipt the giving of any such notice from by the Company, the Company will, except as herein provided, shall use reasonable efforts to cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (eachthe Registrable Shares of such selling Investors, a “Piggy-Back Registration”), all to the extent requisite requested to permit be registered; provided that (i) the sale or other disposition number of Registrable Shares proposed to be sold by the prospective seller or sellers all such selling Investors, taken together, is equal to at least seventy-five percent (75%) of the Requested Stock; providedtotal number of Registrable Shares then held by such participating selling Investors, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant (ii) such selling Investors agree to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock sell those of their Registrable Shares to be included in such registration in the underwriting same manner and on the same terms and conditions as the securities otherwise being other shares of Common Stock which the Company proposes to register, and (iii) if the registration is to include shares of Common Stock to be sold through for the underwriters. In such eventaccount of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the proposed managing underwriter of such public offering does not advise the Company that in its opinion the inclusion of all of the Requested Stock would reduce such selling Investor's Registrable Shares (without any reduction in the number of shares to be offered by sold for the account of the Company or interfere with such party exercising demand registration rights) is likely to affect materially and adversely the successful marketing success of the offering or the price that would be received for any shares of stock offered by Common Stock offered, in which case the Companyrights of such selling Investors shall be as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the managing underwriter shall advise the Company in writing that, in its opinion, the number of shares of Requested Common Stock otherwise requested by the Investors to be included in such registration is likely to affect materially and adversely the underwritten public success of the offering may or the price that would be reduced pro rata (by received for any shares of Common Stock offered in such offering, then, notwithstanding anything in Section 4(a) to the contrary, the Company shall only be required to include in such registration, to the extent of the number of sharesshares of Common Stock which the Company is so advised can be sold in such offering, (i) among first, the Requesting Holders and all other holders number of registration rights who have requested inclusion shares of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Common Stock is proposed to be included in such registration for the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities account of the Company held and/or any stockholders of the Company (other than the Investors) that have exercised demand registration rights, in accordance with the priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other than the Investors), and (ii) second, the shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, without limitation, the Investors), pro rata among such holders other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 4 hereof or otherwise to include the Registrable Shares of any investor therein unless such investor accepts and agrees to the terms of the underwriting, which shall be withheld from and reasonable and customary, as agreed upon between the market Company and the underwriters selected by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations.

Piggyback Registration Rights. Subject to If the last sentence of this Section 4.2, Company at any time after a Business Combinationproposes to register for sale or sells any Common Shares (or securities convertible into or exchangeable for Common Shares), if the Company shall determine pursuant to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0statement, X-0 or other limited purpose form), the Company will give written notice of its determination including in each case pursuant to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such shelf registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration including pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms clause (3) below) and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested including by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the effecting any underwritten public offering, those shares for its own account or for the account of Requested Stock which are thus excluded from any other person (collectively, an “ Offering”) (other than pursuant to business combination transactions, employee benefit plans and other customary exceptions to be negotiated and set out in the underwritten public offering Registration Rights Agreement), the Icahn Group shall be entitled to participate in such Offering; provided that such party who initiated such Offering shall have first priority to register and sell all of such securities that such party requested to be sold. In the event that such Offering is for the account of (i) the Company, then the Icahn Group and any other securities person entitled to piggyback registration rights with respect to such registration statement shall be entitled to participate on a pro rata basis based on their relative percentage interests in the Company, and (ii) any other person, then (x) the Icahn Group and any other person entitled to piggyback registration rights with respect to such registration statement shall be entitled to participate on a pro rata basis based on their relative percentage interests in the Company and (y) if the Icahn Group and/or another person exercises piggyback registration rights with respect to such registration statement, the Company shall be entitled to participate on a pro rata basis up to the sum of the Company held number of such securities proposed to be included by such holders shall be withheld from (A) the market by Icahn Group and (B) the holders thereof for a periodother person(s), not to exceed 90 days, which unless the managing underwriter reasonably determines is necessary that inclusion of additional securities by the Company above such sum of (A) and (B), will not adversely affect the price or success of such sale by the initiating party, the Icahn Group or any other participating person(s), provided that in order to effect all such cases set out in the underwritten public offering. At foregoing clauses (i) and (ii), such time as participation would not, in the provisions determination of the registration rights agreement filed as an exhibit to managing underwriter, adversely affect the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions price or success of such agreement, rather than sale by the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationsinitiating party.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at At any time after a Business Combinationaftxx xxx Xnitial Closing, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities 1933 Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0S-4, X-0 S-8 or other limited purpose form), the Company will give written notice writtxx xxxxxe of its determination to all record holders of the Investor or its nomineeReserved Shares. Upon the written request from a majority-in-interest of any Holders (the Registrable Securities"Requesting Holders"), within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities Reserved Shares covered by such request (the “"Requested Stock”") held by the Investors making such request (the “Requesting Holders”) Holders to be included in such registration statement (each, a “Piggy-Back Registration”)statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 5.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities Reserved Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the holders Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At The obligation of the Company under this Section 5.2 shall not apply after the earlier of (a) the date that all of the Reserved Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective registration statement, or (b) such time as the provisions of Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under the registration rights agreement filed as an exhibit to the registration statement relating to the Company’s initial public offering may be exercised, the exercise and procedural provisions of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrations1933 Act.

Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, (a) If at any time after a Business Combinationor from time to time, if the Company shall determine to proceed with register any of its securities, for its own account or the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale account of any of its securities by it or any of its security holders (stockholders, other than a registration statement relating solely to employee benefit plans, or a registration relating solely to an SEC Rule 145 transaction, a transaction relating solely to the sale of debt or convertible debt instruments or a registration on any form (other than Form X-0, X-0 or other limited purpose form)S-3, or their successor forms) which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will will: (i) give to the Holders written notice of its determination thereof as soon as practicable prior to filing the Investor or its nominee. Upon registration statement; and (ii) include in such registration and in any underwriting involved therein, all the Registrable Securities specified in a written request from a majority-in-interest of the Registrable Securitiesor requests, made within 15 fifteen (15) days after receipt of any such written notice from the CompanyCompany by the Holder. (b) If the registration is for a registered Public Offering involving an underwriting, the Company will, except shall so advise the Holder as herein provided, cause all a part of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration written notice given pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriterssubsection 2.6(a)(i). In such event, the Requesting right of the Holder to registration pursuant to Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Should the Holder propose to distribute his securities through such underwriting, he shall (together with the Company and the other Holders shall, if requested by the underwriters, execute distributing their securities through such underwriting) enter into an underwriting agreement containing in customary representations and warranties form with the underwriter or underwriters selected for such underwriting by selling stockholders and the Company. Notwithstanding any other provision of this Section 2.6, if a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter determines that marketing factors require a limitation of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company or interfere with shall so advise the successful marketing of Holder and the shares of stock offered by the Companyother Holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2.6, and the number of shares of Requested Stock otherwise to Registrable Securities and other securities that may be included in the underwritten public offering may registration and underwriting shall be reduced pro rata (by number of shares) allocated among the Requesting Holder and other Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by proportion, as nearly as practicable, to the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities respective percentage of the Company held by such holders shall be withheld from the market Holder and other securities held by other Holders at the holders thereof for a period, not to exceed 90 days, which time of the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions filing of the registration rights agreement filed as an exhibit statement assuming the exercise of all warrants held by Xxxxxxx Xxxxxx and Greystone. If the Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) All expenses for registrations pursuant to this Section 2.6, including, without limitation, printing expenses, expenses of compliance with blue sky laws, fees and disbursements of counsel for the Company and expenses of any audits incidental to or required by any such Registration Statement, shall be borne by the Company, except that (i) all expenses, fees and disbursements of any counsel retained by the Holders shall be borne entirely by such Holders, and (ii) all registration statement relating and filing fees and all brokerage and selling commissions shall be borne by the Holders holding the securities registered pursuant to such Registration Statement, in pro rata fashion, according to the Company’s initial public offering may be exercised, the exercise and procedural provisions quantity of such agreement, rather than the provisions of Sections 4.2, 4.3 and 4.4 hereof, shall govern the Registrable Securities with respect to Piggy-Back Registrationstheir securities so registered.