Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second third (2nd3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten five (105) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five three (53) business days after following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective registration statement for shall determine to prepare and file with the Warrant Shares and in the further event that the Company files Commission a registration statement with (a “Registration Statement”) relating to an offering for its own account or the Commission covering account of others under the sale Securities Act of any of its shares of Common Stock (equity securities, other than a registration statement on Form S-4 or S-8, Form S-8 (each as promulgated under the Securities Act) or on another form, 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 another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Dateconnection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such proposed filing determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name inclusion of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice Registration Statement, then if the opportunity to register Company after consultation with the sale managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of shares of Warrant Shares as such of the holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and Registration Statement shall use its best efforts to cause be reduced pro-rata among such holders (based upon the managing underwriter or underwriters number of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company and to permit after consultation with the sale or other disposition underwriter(s) recommends the inclusion of none of such Warrant Shares in accordance with Shares; provided, however, that if securities are being offered for the intended method(s) account of distribution thereof. All holders other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares proposing intended to distribute their securities through a Piggyback Registration that involves an underwriter be offered by the holders than the fraction of similar reductions imposed on such other persons or underwriters shall enter into an underwriting agreement in customary form with entities (other than the underwriter or underwriters selected for such Piggyback RegistrationCompany).

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Common Stock (for its own account or for the account of any other Persons who have or have been granted registration rights, other than the Holders (a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenit will give written notice of such Piggyback Underwritten Offering to each Holder, for a period commencing on which notice shall include the Initial Exercise Date and terminating on the second (2nd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered to pursuant to this Section 2.4(a), each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second fourth (2nd4th) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To At any time following the extent Closing Date, whenever HOLDING proposes to register any HOLDING Stock for its own or others' account under the Company does not maintain an effective 1933 Act for a public offering, other than (i) any shelf registration statement of shares to be used as consideration for acquisitions of additional businesses by HOLDING, (ii) registrations relating to employee benefit plans and (iii) registrations constituting secondary offerings of shares issued in connection with any acquisitions of businesses or assets, HOLDING shall give each of the Warrant Shares and in STOCKHOLDERS written notice of its intent to do so at least 15 days prior to the further event that the Company files date of filing of a registration statement with the Securities and Exchange Commission covering with respect to such registration. Upon the sale written request of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary any of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter STOCKHOLDERS or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing its Permitted Transferees given within five (5) business 15 days after receipt of such notice (a “Piggyback Registration”). The Company notice, HOLDING shall cause such Warrant Shares to be included in such registration all of the HOLDING Stock issued to the STOCKHOLDERS pursuant to this Agreement or transferred to such Permitted Transferees which any such STOCKHOLDER or Permitted Transferee requests be included in such registration, provided that HOLDING shall have the right to reduce the number of shares to be included by the STOCKHOLDER in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to HOLDING or its independent auditors, jeopardize the status of the transactions contemplated hereby and shall use its best efforts to cause by the Registration Statement as a tax-free organization. In addition, if the proposed offering is a firm commitment underwritten offering and HOLDING is advised in writing in good faith by any managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested securities being offered that the number of shares to be included in such registration is greater than the number of such shares which can be offered without adversely affecting the offering, HOLDING may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares held by each such person) to a Piggyback Registration on number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by HOLDING after the same terms IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than HOLDING, the STOCKHOLDERS and conditions as any similar securities the stockholders of the Company Other Founding Companies (collectively, the STOCKHOLDERS and the stockholders of the other Founding Companies being referred to permit herein as the sale or other disposition "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing on a pro rata basis the number of such Warrant Shares in accordance with shares to be sold by the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationFounding Stockholders.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.5(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenit will give written notice of such Piggyback Underwritten Offering to the Holder, for a period commencing on which notice shall be held in strict confidence by the Initial Exercise Date Holder and terminating on shall include the second (2nd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holder’s rights under this Section 2.5(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.5(a) would adversely affect the offering, no such notice shall be required (and the Holder shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.5(a), the Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holder received notice pursuant to this Section 2.5(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from the Holder is received within such period, the Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.5(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Holder; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.5(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Holder (which the Holder will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To In the extent event the Board elects to convert the Company does not maintain to a C-Corporation and register any of its securities under the Securities Act pursuant to an effective underwritten initial public offering of the Company’s securities by the Company and/or its stockholders, the Company will give written notice (the “Registration Notice”) to Participant of its intention to effect such a registration at least ten days prior to the anticipated filing of the registration statement for relating to the Warrant Shares and in registration (which notice will specify the further event that the Company files a registration statement with the Commission covering the sale intended method of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary distribution of the Initial Exercise Dateregistered shares). Upon the written request of Participant made within ten days after the receipt of the Company’s notice, which request shall specify the number of shares converted from Class C Units of Participant intended to be disposed (the “Requested Shares”), the Company shall give written notice use its commercially reasonable efforts to effect the registration under the Securities Act of such proposed filing all Requested Shares according to its intended method of disposition thereof. Notwithstanding the holders foregoing, if the lead underwriter(s) advise the Board in writing that marketing factors require a limitation of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datenumber of shares to be underwritten, which notice then the Board shall describe so advise Participant, and the amount and type number of securities to shares that may be included in such offering, the intended method(sunderwriting shall be allocated among Participant and all other holders who have validly exercised piggyback registration rights in connection with such registration in proportion (as nearly as practicable) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration owned and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included registered by each such holder, including Participant. In connection with such registration, Participant shall provide customary representations, warranties, indemnities, covenants, conditions and other agreements relating to such registration to the underwriters; provided, however, that Participant shall not be required to indemnify any underwriter in a Piggyback Registration on the same terms and conditions as any similar securities an amount in excess of the Company and total price at which Participant’s registered shares were offered to permit the sale or other disposition of such Warrant Shares public in accordance connection with the intended method(s) registration (net of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement discounts and commissions paid by Participant in customary form connection with the underwriter or underwriters selected for such Piggyback Registrationregistration).

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8If, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on at any time after the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Issue Date, the Company shall give determine to prepare and file with the Commission a 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 stock option or other employee benefit plans, the Company shall send to each Holder a written notice of such proposed filing to determination and if, within 15 calendar days after the holders date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities Conversion Shares that such Holder requests to be included registered; provided, however, that the Company shall not be required to register any Warrant Shares or Conversion Shares pursuant to this Section 5 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in such the event that the offering is a firm-commitment underwritten offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders Company may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit exclude the 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 Piggyback Registration firm-commitment underwritten offering, the Holders must sell their Warrant Shares and Conversion Shares on the same terms and conditions as any similar securities set by the underwriters for shares of Common Stock to be sold for the account of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.Company

Piggyback Registration Rights. To 2.1 If the extent Investor exercises any portion of the Company does not maintain an effective registration statement for Warrant, and thereafter the Warrant Shares and in the further event that the Company files Corporation proposes to file a registration statement under the Securities Act with the Commission covering the sale respect to an offering for its own account of any class of its shares of Common Stock equity securities (other than a registration statement on Form S-4 S-8 (or S-8any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or on another form, any successor provision) under the Securities Act applies or in another context, in which such “piggyback” registration would be inappropriatean offering of securities solely to the Corporation's existing shareholders), then, for a period commencing on then the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company Corporation shall in each case give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable (but in no event less later than ten (1020 business days) business days before the anticipated filing date, which and such notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice each Holder the opportunity to register the sale of such number of shares of Warrant Shares Restricted Stock as such holders Holder may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”)request. The Company shall cause such Warrant Shares Each Holder desiring to be have Restricted Stock included in such registration and statement shall so advise the Corporation in writing within 10 business days after the date on which the Corporation's notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. If the Corporation's offering is to be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Holders of the Restricted Stock requested to be included in a Piggyback Registration the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company Corporation included therein. The right of each Holder to registration pursuant to this Section 4 in connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and to permit the sale or other disposition its execution of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other persons or entities intend to include in such offering or (b) the size of the offering that the Corporation, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares of Restricted Stock to be registered and offered for the accounts of Holders shall be reduced pro rata on the basis of the number of securities requested by such Piggyback RegistrationHolders to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the reasonable judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such registration and offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Corporation, be transferred in a public distribution prior to the earlier of ninety (90) days (or such other shorter period of time as the managing underwriter may require) after the effective date of the registration statement or ninety (90) days after the date the Holders of such Restricted Stock are notified of such exclusion.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second third (2nd3rd) anniversary of the Initial Exercise Effective Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten twenty (1020) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five ten (510) business days after following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.04(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenit will give written notice of such Piggyback Underwritten Offering to each Holder that, for a period commencing together with such Holder’s Affiliates, holds at least the $5,000,000 of Registrable Securities calculated based on the Initial Exercise Date Registrable Securities Amount, which notice shall be held in strict confidence by such Holders and terminating on shall include the second (2nd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.04(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and include such other information as is requested pursuant to clause (i) of Section 2.05(c)) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.04(c), the Company shall use commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.04(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To the extent (i) If the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that proposes to register any of its warrants, Common Stock or any other shares of common stock of the Company files a registration statement with under the Commission covering the sale of its shares of Common Stock Securities Act (other than a registration statement (A) on Form S-8 or S-4 or S-8any successor or similar forms, (B) relating to Common Stock or on another form, any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another context, in Person or any transaction with respect to which such “piggyback” registration would be inappropriateRule 145 (or any successor provision) under the Securities Act applies), thenwhether or not for sale for its own account, for it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Investor, which notice shall set forth such Investor's rights under this Section 2(D) and shall offer such Investor the opportunity to include in such registration statement such number of Registrable Securities as such Investor may request. Upon the written request of any Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by each Investor, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, however, that (A) if such registration involves a period commencing Public Offering, each Investor must sell its Registrable Securities to any underwriters selected by the Company with the consent of such Investor on the Initial Exercise Date same terms and terminating on conditions as apply to the second Company and (2ndB) anniversary if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2 and prior to the effective date of the Initial Exercise Dateregistration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to each Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such proposed filing to registration. The Company's obligations under this Section 2(D) shall terminate on the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before date that the anticipated filing date, which notice shall describe the amount and type of securities registration statement to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares filed in accordance with Section 2(A) is declared effective by the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationCommission.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective registration statement for shall determine to file with the Warrant Shares and in the further event that the Company files SEC a registration statement with relating to an offering for its own account or the Commission covering account of others under the sale Security Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of an entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), the Company shall send each Purchaser who is entitled to registration rights under this Section 5, written notice of such determination and, if within fifteen days after the effective date of such notice, such Purchasers shall so request in writing, the Company shall include in such registration statement all or any part of the Securities such Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock (other than a which may be included in the registration statement on Form S-4 or S-8, or on another form, or in another contextbecause, in which such “piggyback” registration would be inappropriate)underwriter(s) judgment marketing or other factors dictate such limitation is necessary to facilitate public distribution, then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, then the Company shall give written notice be obligated to include in such registration statement only such limited portion of the Securities with respect to which such proposed filing Purchaser has requested inclusion hereunder as the underwriter shall permit. An exclusion of Securities shall be made pro rata among the Purchasers seeking to include Securities in proportion to the number of Securities sought to be included by such Purchaser; provided however, that the Company shall not exclude any Securities unless the Company has first excluded all outstanding securities, the holders of Warrant Shares as soon as practicable but which are not entitled to inclusion of such securities in no event less such registration statement or are not entitled to pro rata inclusion with the Securities; provided, further, however, that, after giving affect to the immediately preceding proviso, any exclusion of the Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement other than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type holders of securities entitled to be included inclusion of their securities in such registration statement by reason of demand registration rights. If an offering in connection with a Purchaser is entitled to registration under this Section 5 is an underwritten offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be then each Purchaser whose Securities are included in such registration statement shall, unless otherwise agreed by the Company, offer and shall use its best efforts to cause sell such Securities in an underwritten offering using the managing same underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration under writers on the same terms and conditions as any similar securities that other shares of common stock included in such underwritten offering. Any costs associated with this piggy back registration shall be paid by the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationCompany.

Piggyback Registration Rights. To If at any time after the extent date hereof, the Company does not maintain an effective registration statement for shall determine to prepare and file with the Warrant Shares and in the further event that the Company files Commission a registration statement (“Registration Statement”) relating to an offering for its own account or the account of others of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send a written notice of such determination to Optionee and, if within ten calendar days after the date of delivery of such notice, Option shall so request in writing, the Company shall include in such registration statement all or any part of the shares of the Company’s common stock underlying the Option (“Underlying Shares”) as the Optionee requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the registration statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or at the request of a shareholder, and if the managing underwriters advise the Company that the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an “Adverse Effect”), then the Company shall be required to include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (a) first, the securities of the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration and whose shares the Company is obligated by contract to include in the Registration Statement; provided, further, however, to the extent that all of the Underlying Shares are not included in the initial Registration Statement, the Optionee shall have the right to request the inclusion of its Underlying Shares in subsequent Registration Statements until all such Shares have been registered in accordance with the Commission covering terms hereof and all such Underlying Shares have been registered in accordance with the sale of terms thereof. If the offering in which the Underlying Shares is being included in a Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Company, the Optionee shall sell its Underlying Shares in such offering using the same underwriters and, subject to the provisions hereof, on the same terms and conditions as the other shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be that are included in such underwritten offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause any Registration Statement to be declared effective by the managing underwriter Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. All fees and expenses incident to the performance of or underwriters compliance with this Section 7 by the Company shall be borne by the Company whether or not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Optionee to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a proposed underwritten offering material fact contained in the Registration Statement, any prospectus included therein or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to permit the Warrant Shares requested any omission or alleged omission of a material fact required to be included stated therein or necessary to make the statements therein (in a Piggyback Registration on the same terms and conditions as case of any similar securities prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company and to permit of the sale Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934 or other disposition of such Warrant Shares any state securities law, or any rule or regulation thereunder, in accordance connection with the intended method(sperformance of its obligations under this Section 7, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based solely upon information regarding the Optionee furnished in writing to the Company by the Optionee expressly for use therein, or to the extent that such information relates to the Optionee or the Optionee’s proposed method of distribution thereofof Underlying Shares and was reviewed and expressly approved in writing by the Optionee expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. All holders The rights of Warrant the Optionee under this Section 7 shall survive for so long as this Option is exercisable until all Underlying Shares proposing have been either registered under a Registration Statement or been sold pursuant to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with exemption to the underwriter or underwriters selected for such Piggyback Registrationregistration requirements of the Securities Act.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement shall determine to file with the Securities and Exchange Commission covering a Registration Statement relating to an offering for its own account or the sale account of others of any its shares of Common Stock (other than a registration statement on Form S-4 or S-8, Form S-8 or their then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans and other than the Company’s Registration Statements on another form, or in another context, in which such “piggyback” registration would be inappropriateForm S-1 currently on file with the Securities and Exchange Commission), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give send to the Registered Holder written notice of such proposed filing determination and, unless objected to in writing by the Registered Holder by written notice delivered to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing Company within five (5) business days after the date of such notice from the Company, the Company shall include in such Registration Statement all of the Warrant Shares held by the Registered Holder, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Warrant Shares held by such Registered Holder as the underwriter(s) shall permit; provided that, notwithstanding the foregoing, the Company shall include the Registered Holder’s Warrant Shares in such Registration Statement only the Registered Holder furnishes to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders within five (5) days after the Registered Holder’s receipt of such notice (a questionnaire from the Company. Any exclusion of Warrant Shares shall be made pro rata among the Registered Holder and other securityholders of the Company with “Piggyback Registration”)piggyback” registration rights seeking to include shares of Common Stock in proportion to the number of shares of Common Stock sought to be included by the Registered Holder and such other securityholders, as applicable. The If an offering in connection with which the Registered Holder is entitled to registration under this Section 8 is an underwritten offering and the Registered Holder’s Warrant Shares are included in the Registration Statement, then the Registered Holder shall, unless otherwise agreed by the Company shall cause in writing, offer and sell such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed an underwritten offering to permit using the Warrant Shares requested to be included in a Piggyback Registration same underwriter(s) and on the same terms and conditions as any similar securities other shares of the Company and to permit the sale or other disposition of Common Stock included in such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationunderwritten offering.

Piggyback Registration Rights. To the extent the The Company does not maintain an effective registration statement for the Warrant Shares covenants and in the further event that the Company files a registration statement agrees with the Commission covering Stockholders and any other holders of the sale Registrable securities that if, at anytime within the period commencing from the date hereof, and ending five (5) years thereafter, it proposes to file a Registration Statement, Amendment or Offering Statement, as the case may be (collectively, a "Registration Statement") with respect to any class of its shares of Common Stock security (other than pursuant to a registration statement Registration Statement on Form Forms S-4 or S-8, S-8 or any successor form) under the Act in a primary registration on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary behalf of the Initial Exercise DateCompany and for in a secondary registration on behalf of holders of securities, and the Registration Statement to be used may be used for registration of the Registrable Securities, the Company shall will give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten the Registrable Securities at least thirty (1030) business days before prior to the anticipated filing dateof such Registration Statement at the addresses appearing on the records of the Company of its intention to file a Registration Statement, which notice shall describe the amount and type of securities will offer to be included include in such Registration Statement, all or any portion of the Shares, and limited, in the case of a Regulation A offering, the intended method(samount of the available exemption. The offer to include the Shares is limited by subparagraphs (a) and (b) of distributionthis Section 2. In any event, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such maximum number of shares of Warrant Shares as such holders may request in writing Registrable Securities which shall be registered shall not exceed that number for which the Company has received written requests for inclusion therein within five fifteen (515) business days after receipt the giving of such notice (a “Piggyback Registration”). by the Company The Company shall cause such Warrant Shares to be included in such registration and shall will use its best efforts efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback become effective such Registration on the same terms and conditions Statement as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereofpromptly as practicable. All holders of Warrant Shares proposing registrations requested pursuant to distribute their securities through a this Section 2 are referred to herein as "Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with Registrations." All Piggyback Registrations pursuant to this Section 2 will be made solely at the underwriter or underwriters selected Company's expense, except for such Piggyback Registrationthe Stockholders' co~el fees and sales commissions incurred if the Registrable Securities be sold.

Piggyback Registration Rights. To If, at any time after the extent the Company does not maintain an effective registration statement for the Warrant Shares Issue Date and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing expiring on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Expiration Date, the Company proposes to register any of its securities under the Act either for its own account or for the account of others, in connection with the public offering of such equity securities solely for cash, on a registration form that would also permit the registration of the common stock issuable upon exercise of this Warrant (“Warrant Shares”), the Company shall promptly give the Holder written notice of such proposed filing proposal. Within thirty (30) days after the notice is given, the Holder shall give notice as to the holders number of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwritersShares, if any, of which have vested and which the offering, and offer to Holder requests be registered simultaneously with such registration by the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”)Company. The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of include such Warrant Shares in such registration statement (or in a separate registration statement concurrently filed) which the Holder requests to be so included and to cause such registration statement to become effective with respect to such shares in accordance with the intended method(sregistration procedures set forth in Section 8 hereof. If at any time after giving written notice of its intention to register equity securities and before the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Holder, (i) in the case of distribution thereofa determination not to effect registration, relieve itself of a reasonably necessary portion of its obligation to register the Warrant Shares under this Section 7 in connection with such registration, or (ii) in the case of a determination to delay registration, delay the registration of the Warrant Shares under this Section 7 for the same period as the delay in the registration of such other equity securities. All holders Each Holder of Warrant Shares proposing requesting inclusion in a registration pursuant to distribute their securities through this Section 7 may, at any time before the effective date of the registration statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company (which notice shall be effective only upon receipt by the Company); provided, however, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would require a Piggyback Registration that involves an underwriter or underwriters recirculation of the prospectus contained in the registration statement, then such Holder of Warrant Shares shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave no right to revoke its request.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares shares of Common Stock underlying the warrants comprised in the Units and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second fourth (2nd4th) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares Securities as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares Securities in such notice the opportunity to register the sale of such number of shares of Warrant Shares shares of Common Stock underlying the warrants comprised in the Units as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares shares of Common Stock underlying the warrants comprised in the Units to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares shares of Common Stock underlying the warrants comprised in the Units requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares shares of Common Stock underlying the warrants comprised in the Units in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares shares of Common Stock underlying the warrants comprised in the Units proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To In addition to the extent Company’s agreement pursuant to Section 2(a) above, if the Company does not maintain shall, at any time during the Effectiveness Period or as contemplated pursuant to Section 2(c) and ending when all Registrable Securities have been sold by Holders, determine (i) to register for sale any of its Common Stock in an effective registration statement for the Warrant Shares and in the further event that the Company files underwritten offering, or (ii) to file a registration statement with the Commission covering the sale resale of any shares of the Common Stock held by any of its shares of Common Stock shareholders (other than a the registration statement on Form S-4 or S-8, or on another form, or contemplated in another context, in which such “piggyback” registration would be inappropriateSection 2(a) above), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give provide written notice to the Holders, which notice shall be provided no less than fifteen (15) calendar days prior to the filing of such proposed filing applicable registration statement (the “Company Notice”). In that event, the right of any Holder to include the Registrable Securities in such a registration shall be conditioned upon such Holder’s written request to participate which shall be delivered to the holders of Warrant Shares as soon as practicable but in no event less than Company within ten (10) business calendar days before after the anticipated filing dateCompany Notice, which notice shall describe the amount and type of securities to be included as well as such Holder’s participation in such offeringunderwriting (if applicable, the intended method(sfor purposes of this paragraph) of distribution, and the name inclusion of such Holder’s Registrable Securities in the proposed managing underwriter or underwriters, if any, of the offering, and offer underwriting to the holders extent provided herein. All Holders proposing to sell any of Warrant Shares in their Registrable Securities through such notice underwriting shall (together with the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities other stockholders of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute selling their securities through a Piggyback Registration that involves an underwriter or underwriters shall such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationunderwriting. 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 and underwriting shall be allocated first to the Company, then to all other selling stockholders, including the 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. 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 2(d) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) or that are the subject of a then-effective Registration Statement. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion.

Piggyback Registration Rights. To the extent If (a) the Company does not maintain issues, in one or more issuances, an effective registration statement for the Warrant Shares aggregate of $25 million or more in principal amount of New Notes and in the further event that the Company files (b) thereafter, proposes to file a registration statement with respect to the Commission covering offer, sale or resale of at least $50 million in principal amount of debt securities of the sale Company, the holders of its shares of Common Stock (other than a the New Notes will have the right to cause their New Notes to be included in the registration statement on Form S-4 (a "Piggyback Registration"), subject to the terms, conditions and other provisions outlined in this term sheet and the definitive Registration Rights Agreement. Any New Notes sold pursuant to any related registration statement are referred to in this term sheet as "Registered Notes". The Company will be required to enter into only one registration rights agreement with respect to the registration of the offer, sale or S-8resale of New Notes, or on another form, or notwithstanding the number of holders of such New Notes. The terms and other provisions of any Registration Rights Agreement outlined in another contextthis term sheet will be subject to the approval of the majority in principal amount of holders of New Notes outstanding at such time but will, in which such “piggyback” registration would no event, be inappropriate), then, for a period commencing on more adverse to the Initial Exercise Date and terminating on the second (2nd) anniversary Company than those reflected in this term sheet. Notice & Other Conditions. The Company will give prompt written notice to all holders of New Notes of the Initial Exercise Dateintended registration. Each holder of New Notes will have 30 days from the date of the notice referred to above to elect to have all, but not less than all, of such holder's New Notes included in such registration statement, subject to the provisions described below, and, as a condition of the exercise of such holder's piggyback registration rights, will be required to provide such Company customary information as the Company may reasonably request about themselves and to update that information, as applicable, during the registration process and any periods of applicable offer and sale. The Company will not be required to include any New Notes in the Piggyback Registration unless the holders of at least $25 million aggregate principal amount of New Notes give the Company notice that they wish to have their New Notes included in the Piggyback Registration; provided, the holders of the New Notes shall be entitled to participate in a further Piggyback Registration if holders of at least $25 million outstanding New Notes give notice that they wish to participate. Delayed or Abandoned Offering & Registration. Notwithstanding the foregoing, if, at any time after giving a notice of registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determines for any reason not to register or to delay registration of such debt securities, the Company may, at its election, give prompt written notice of such proposed filing determination to each applicable holder and, thereupon, (i) in the holders case of Warrant Shares as soon as practicable a determination not to register, shall be relieved of its obligation to register any New Notes in connection with such registration, but not in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distributionconnection with any future registration, and (ii) in the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters case of a proposed underwritten offering determination to permit the Warrant Shares requested delay registering, shall be permitted to be included in a Piggyback Registration on delay registering New Notes for the same terms and conditions period as any similar securities of the Company and to permit the sale or delay in registering such other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationsecurities.

Piggyback Registration Rights. To The Company covenants and agrees that if, at any time prior to the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files Registration Rights Expiration Date (defined below), it proposes to file a registration statement with the Commission covering the sale respect to any class of its shares of Common Stock equity or equity-related securities (other than a registration statement on Form S-4 or S-8, or on another form, in connection with an offering to the Company’s employees or in another contextconnection with an acquisition, merger or similar transaction) under the Securities Act in which such “piggyback” a primary registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary behalf of the Initial Exercise DateCompany and/or in a secondary registration on behalf of holders of such securities, and the registration form to be used may be used for the issuance or resale of the Shares, the Company shall give written notice of such proposed filing to will either include the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such registration statement or give prompt written notice the opportunity to register the sale Subscriber of its intention to file such registration statement and will offer to include in such registration statement, such number of shares of Warrant Shares as such holders may request in writing with respect to which the Company has received written requests for inclusion therein within five twenty (520) business days after receipt the giving of such notice by the Company (a the “Piggyback RegistrationRegistration Rights”). The Subscriber shall also provide the Company customary and reasonable representations and confirmations regarding the Shares held by the Subscriber, information relating to the beneficial ownership of other securities of the Company held by such Subscriber, information regarding the persons with voting and dispositive control over the Subscriber and such other information as the Company or its legal counsel may reasonably request. The Subscriber acknowledges and understands that the Company shall cause not be required to include Shares in a registration statement relating solely to an offering by the Company of securities for its own account if the managing underwriter or placement agent shall have advised the Company in writing that the inclusion of such Warrant Shares securities will have a material adverse effect upon the ability of the Company to be sell securities for its own account, and provided further that the Subscriber is not treated less favorably than others seeking to have their securities included in such registration statement. Notwithstanding the obligations set forth above, if any Securities and shall use its best efforts to cause Exchange Commission guidance sets forth a limitation on the managing underwriter or underwriters number of a proposed underwritten offering to permit the Warrant Shares requested securities permitted to be registered on a particular registration statement as a secondary offering, the number of Shares to be registered on such registration statement will be reduced pro rata between the Subscriber (or other parties) whose securities are included in a Piggyback such registration statement. The “Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationRights Expiration Date” is January 1, 2018.

Piggyback Registration Rights. To Buyer shall have the extent right, for as long as any Shares are outstanding, to include all or any portion of the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock underlying the Shares (collectively with any successor securities, the “Registrable Securities”) as part of any other registration of securities filed by the Company (other than in connection with a registration statement on transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-4 S-8 or S-8, or on another any equivalent form, or in another context, in which ). In the event of such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Dateproposed registration, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event furnish Buyer with not less than ten (10) business days before days’ written notice prior to the anticipated proposed date of filing date, which of such registration statement. Such notice to Buyer shall describe the amount and type of securities continue to be included in given for each registration statement filed by the Company until such offering, the intended method(s) of distribution, and the name time as all of the proposed managing underwriter or underwriters, if any, Registrable Securities have been sold by Buyer. The holders of the offeringRegistrable Securities shall exercise the piggy-back rights provided for herein by giving written notice, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after of the receipt of the Company’s notice of its intention to file a registration statement. Notwithstanding the foregoing; if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter thereof shall, in its reasonable discretion, impose a limitation on the number of Registrable Securities which may be included in the registration statement because, in such underwriter’s judgment, marketing or other factors make such limitation necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Buyer requested inclusion hereunder as the underwriter shall reasonably permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. Buyer (or its transferees) shall be entitled to three piggy-back registrations pursuant to this Section 5.13. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any piggy-back registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether in its own determination or as the result of a “Piggyback Registration”)withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement subject to piggy-back registration at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such piggy-back registration as provided in this Section 5.13. The Company shall cause such Warrant Shares bear all fees and expenses attendant to be included registering the Registrable Securities pursuant to this Section 5.13, including the reasonable and documented expenses (not to exceed $20,000) of a single legal counsel selected by the holders to represent them in such registration connection with the sale of the Registrable Securities, but the holders shall pay any and all underwriting commissions or brokerage fees related to the Registrable Securities. The Company shall use its best commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering any registration statement filed pursuant this Section 5.13 to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions remain effective for as long as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationare outstanding.

Piggyback Registration Rights. To (a) So long as the extent Holders hold Registrable Securities, if the Company does not maintain an effective registration statement for proposes or is required to file with the Warrant Shares and in the further event that the Company files SEC a registration statement (the "Piggyback Registration Statement") under the Securities Act in connection with the Commission covering the sale of its shares an Underwritten Offering of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on form that does not permit the Initial Exercise Date and terminating on the second (2nd) anniversary inclusion therein of the Initial Exercise DateRegistrable Securities), the Company shall will each such time give prompt written notice of its intention to do so to each Holder. Upon the written request of any Holder given within 10 days after the delivery or mailing of such proposed filing notice by the Company, the Company will use reasonable best efforts to include in such Piggyback Registration Statement that number of the Registrable Securities specified by Holder in such written request (subject to the holders of Warrant Shares limitations set forth in this Section 2.2(a) and in Section 2.2(b) below) (the "Requested Shares") so as soon as practicable but in no event less than ten (10) business days before to permit the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the public sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause Requested Shares; provided that if the managing underwriter or underwriters of such Underwritten Offering advise the Company that marketing factors require a proposed underwritten offering limit on the number of shares to permit be underwritten, the Warrant Company may (subject to the limitations set forth in the following sentence and based on the written recommendation of the underwriter) exclude or limit the number of Requested Shares to be sold pursuant to such Piggyback Registration Statement. In such event, the Company shall so advise each requesting Holder, and the number of Requested Shares and other shares ("Other Shares") requested to be included in a such Piggyback Registration on the same terms Statement and conditions as any similar securities underwriting by other persons or entities that are then stockholders of the Company ("Other Holders"), after providing for all shares that the Company proposes to offer and to permit sell for its own account, shall be allocated among the sale or other disposition Requesting Holders and Other Holders pro rata on the basis of such Warrant (i) the number of Requested Shares in accordance with then held by the intended method(srequesting Holders, and (ii) the aggregate number of distribution thereof. All holders of Warrant Other Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationthen held by Other Holders.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To The Company hereby agrees with the extent Holders that at any time after the Closing, if the Company does not maintain an effective shall determine to proceed with the actual preparation and filing of a new registration statement for under the Warrant Shares and Securities Act in the further event that the Company files a registration statement connection with the Commission covering the proposed offer and sale of any of its shares securities by it or any of Common Stock its security holders (other than (a) a registration statement on Form S-4 F-4, F-8 or S-8, other limited purpose form or on another form, or in another context, in which such “piggyback” (b) any registration would be inappropriateunder Section 4.01 of this Agreement), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall will give written notice of its determination to all Holders. Upon the written request from any Holders (the “Requesting Piggyback Holders”), within 10 days after their receipt of any such proposed filing to notice from the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offeringCompany, the intended method(s) of distributionCompany will, and the name except as herein provided, cause all of the proposed managing underwriter or underwriters, if any, of Company Class A Ordinary Shares covered by such request (the offering, and offer to “Requested Piggyback Shares”) held by the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Requesting Piggyback Registration”). The Company shall cause such Warrant Shares Holders to be included in such registration and shall use its best efforts statement, all to cause the managing underwriter or underwriters of a proposed underwritten offering extent requisite to permit the Warrant sale or other disposition by the prospective seller or sellers of the Requested Piggyback Shares. If any registration pursuant to this Section 4.02 shall be underwritten in whole or in part, the Company may require that the Requested Piggyback Shares requested to be included in a Piggyback Registration the underwriting on the same terms and conditions as any similar the securities of otherwise being sold through the Company and to permit underwriters. In such event, the sale or other disposition of such Warrant Shares in accordance with Requesting Piggyback Holders shall, if requested by the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders. If in customary form the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Piggyback Shares would reduce the number of shares to be offered by the Company or interfere with the underwriter successful marketing of the securities offered by the Company, the number of shares of Requested Piggyback Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Piggyback Holders and all other holders of registration rights with respect to the Company’s shares who have requested inclusion of their securities or underwriters selected excluded in their entirety if so required by the underwriter. Registration pursuant to this Section 4.02 shall not be deemed to be a demand registration as described in Section 4.01 above. The Company’s obligations under this Section 4.02 shall not apply to the shares held by a Holder after the earlier of (a) five (5) years from the date of this Agreement, (b) the date that such shares held by a Holder have been sold pursuant to Rule 144 or an effective registration statement, and (c) such time as such shares held by a Holder are eligible for such Piggyback Registrationimmediate resale pursuant to Rule 144.

Piggyback Registration Rights. To the extent (a) Subject to Sections 2.04(c) and 2.12, if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Company Common Stock for its own account (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall it will give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing dateeach Holder, which notice shall describe be held in strict confidence by such Holders and shall include the amount and type anticipated filing date of securities the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed to be included in such offering, the intended method(s) of distributionPiggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a). Such notice shall be given promptly (and in any event at least five Business Days before the name filing of the proposed managing underwriter Underwritten Offering Filing or underwriters, if any, two Business Days before the filing of the offering, and offer to the holders of Warrant Shares Underwritten Offering Filing in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5connection with a bought or overnight Underwritten Offering) business days after receipt of such notice (a “Piggyback RegistrationNotice”). The ; provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company in writing that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall cause be required (and such Warrant Shares Holders shall have no right to be included include Registrable Securities in such registration and bought or overnight Underwritten Offering). Each such Holder shall use its best efforts to cause then have three Business Days (or one Business Day in the managing underwriter or underwriters case of a proposed underwritten offering to permit bought or overnight Underwritten Offering) after the Warrant Shares requested to be included in a Piggyback Registration date on which the same terms and conditions as any similar securities of Holders received notice (the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.“

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights, other than the Holders (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriateany Opt-Out Holder), then, for a period commencing on which notice shall include the Initial Exercise Date and terminating on the second (2nd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five (5) Business Days before the filing of the Underwritten Offering Filing or two (2) Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered to pursuant to this Section 2.4(a), each such Holder shall then have four (4) Business Days (or one (1) Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To (i) Subject to the extent rights of parties to the Company does not maintain an effective registration statement for the Warrant Shares and Existing Registration Rights Agreement, in the further event that the Company files a registration statement with the Commission covering the sale proposes to register any of its shares of Common Stock Securities or any other equity securities under the Securities Act in connection with an underwritten offering solely for cash (other than each, a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Takedown”), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company it shall at each such time give prompt written notice (the “Piggyback Notice”) to all Holders of Registrable Securities of its intention to effect such proposed filing to Piggyback Takedown. In the holders case of Warrant Shares as soon as practicable but in no event a Piggyback Takedown that is an Underwritten Shelf Takedown, such notice shall be sent not less than ten (10) business days before Business Days prior to the anticipated filing dateexpected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a Registration Statement that is not a Shelf, which such notice shall describe be given not less than ten (10) Business Days prior to the amount and type expected date of securities filing of such Registration Statement. Upon the written request of any Holder made within seven (7) Business Days after receipt of the Piggyback Notice by such Holder (which request shall specify the number of Registrable Securities intended to be included disposed of and the intended method of disposition of such Registrable Securities), subject to the other provisions of this Agreement, the Company shall include in such Piggyback Takedown all Registrable Securities (of the same class of Securities as is proposed to be registered in the Piggyback Takedown) which the Company has been so requested to register; provided that the Company shall only be required to effect such registration with respect to any Holder if the Demand Holder has made a written request of the Company to effect a registration of Registrable Securities in accordance with this sentence. Notwithstanding the foregoing, in the event that the Piggyback Takedown is a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer first two time periods references in this sub-paragraph shall be reduced to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice Business Days and the third time period shall be reduced to (a “Piggyback Registration”2) days. Notwithstanding anything to the contrary contained in this Section 1(g). The , the Company shall cause such Warrant Shares not be required to be included in such proceed with any Piggyback Takedown incidental to the registration and shall use of any of its best efforts to cause the managing underwriter securities on Forms S-4 or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as S-8 (or any similar or successor form providing for the registration of securities of the Company and to permit the sale in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other disposition executive or employee benefit or compensation plans) or any other form that would not be available for registration of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationRegistrable Securities.

Piggyback Registration Rights. To If (i) the extent Trimaran Group proposes to cause the Company does not maintain an effective registration statement for to effect a Qualified Public Offering pursuant to Section 5.2 hereof or (ii) at any time following the Warrant Shares and in the further event that consummation of a Qualified Public Offering the Company files proposes to effect a registration statement with Registration, whether or not for sale for its own account and (subject to the Commission covering provisions of Section 7.1 above) whether or not pursuant to the sale exercise of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary any of the Initial Exercise Datedemand registration rights referred to in Section 7.1 hereof, the Company shall will each such time, subject to the provisions of Sections 7.1 and 7.2(c), give prompt written notice to all Stockholders (and such other Persons granted such piggyback registration rights) of record of Registrable Securities of its intention to do so and of the rights under this Article VII of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than Stockholder (and such other Persons granted such piggyback registration rights), at least ten (10) business days before prior to the anticipated filing date, which date of the registration statement relating to such Registration; provided that Stockholders holding vested Options (including Exchange Options) may not register any Options pursuant to this Article VII but Holders may exercise “piggyback registration rights” under this Article VII with respect to any shares of Company Stock received by such Person upon the exercise of Options prior to the applicable Registration. Such notice shall describe the amount offer all such Stockholders (and type of securities to be included in such offering, the intended method(sother Persons granted such piggyback registration rights) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of include in such registration statement such number of shares Registrable Securities as each such Stockholder may request. Upon the written request of Warrant Shares as any such holders may request in writing Stockholder (or such other Persons granted such piggyback registration rights) made within five ten (510) business days after the receipt of such the Company’s notice (a “Piggyback Registration”). The Company which request shall cause such Warrant Shares specify the number of Registrable Securities intended to be included in disposed of by such registration and shall Stockholder), the Company will use its best efforts to cause effect the managing underwriter Registration under the Securities Act and the qualification under any applicable state securities or underwriters blue sky laws of a proposed underwritten offering all Registrable Securities which the Company has been so requested to register by the Stockholders thereof, to the extent required to permit the Warrant Shares disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.registered; provided, that:

Piggyback Registration Rights. To 1.1 (a) If the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files Corporation shall propose to file a registration statement with under the Commission covering Securities Act of 1933, as amended (the 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 shareholders for an offering of shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary capital stock of the Initial Exercise DateCorporation for cash or securities, the Company Corporation shall give written notice as promptly as possible of such proposed filing registration to each Shareholder and shall use reasonable efforts to include all of the holders shares of Warrant Shares as soon as practicable but in no event less than ten (10the Stock owned by the Shareholders ( the "Seller" or "Registering Shareholder" and collectively the "Sellers" and "Registering Shareholders") business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares registration statements as such holders may Seller shall request in writing within five (5) business 10 days after receipt of such notice from the Corporation, provided, that (a “Piggyback Registration”). The Company shall cause such Warrant Shares A) if shares of the Stock are being offered by the Corporation in an underwritten offering, any shares of the Stock proposed to be included in such the registration and statement on behalf of the Seller shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration the underwriting offering on the same terms and conditions as the stock being offered by the Corporation, and (B) the Seller shall be entitled to include such number of shares of the Stock owned by the Seller in such registration statement, one time only during the applicable period set forth herein, so that the proportion of shares of the Stock of each Seller to be included in such registration statement to the total number of shares of the Stock owned by him is equal to the proportion that the number of shares of the Stock of all Sellers to be included in such registration statement bears to the total number of shares of the Stock owned by all Sellers (except that each Seller shall have the right to not exercise such piggyback registration right set forth herein once, in which case such 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 filed by the Corporation during such 36-month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by the Sellers in any similar such registration statement if it relates solely to securities of the Company and Corporation to permit the sale be issued pursuant to a stock option or other disposition employee benefit plan, (ii) the Corporation may, as to an offering of securities of the Corporation by the Corporation, withdraw such Warrant Shares registration statement at its sole discretion and without the consent of the Sellers 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 Sellers in accordance with such registration statement if the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an Corporation is advised in writing by its underwriter or underwriters shall enter into investment banking firm that it reasonably believes that the inclusion of the Sellers' shares would have an underwriting agreement in customary form with adverse effect on the underwriter or underwriters selected for such Piggyback Registrationoffering.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective registration statement for shall determine to register under the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale Securities Act any of its shares of Common Stock securities (other than a registration statement on Form S-8 or Form S-4 or S-8their 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, or on another form, or in another context, in which such “piggyback” registration would be inappropriate(iii) pursuant to employee benefit plans), thenit shall send to each holder of Registrable Shares (as defined below), for a period commencing on including each holder who has the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Dateright to acquire Registrable Shares, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwritersdetermination and, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five thirty (530) business days after receipt of such notice (a “Piggyback Registration”). The notice, such holder shall so request in writing, the Company shall cause use its commercially reasonable efforts to include in such Warrant registration statement all or any part of the Registrable Shares such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be 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 such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, 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 such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. “Registrable Shares” means the shares of Common Stock included in the Units and the shares of Common Stock underlying the Warrants included in the Units; provided, however, that shares of Common Stock shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested cease to be included in a Piggyback Registration on the same terms and conditions as Registrable Shares upon any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with shares pursuant to (i) a registration statement filed under the intended method(sSecurities Act, or (ii) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with Rule 144 promulgated under the underwriter or underwriters selected for such Piggyback RegistrationSecurities Act.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.04(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for an Underwritten Offering of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) for its own account or for the Warrant Shares account of any other Persons who have or have been granted registration rights (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder that, together with such Holder’s Affiliates, holds at least the Minimum Number of Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.04(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further event right to participate in such Piggyback Underwritten Offering. Subject to Section 2.04(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.04(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DatePiggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the Company Securities or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationOther Securities, as applicable.

Piggyback Registration Rights. To the extent Other than in connection with a registration on Form S-8 or S-4, or any successor or similar form, relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company does not maintain or in connection with a direct or indirect or indirect acquisition by the Company of another Person or an exchange offer or similar transaction, if at any time the Company, including if the Company qualifies as a Well-Known Seasoned Issuer, proposes to file (i) a prospectus supplement to an effective registration statement for the Warrant Shares and in the further event that the Company files Shelf Registration Statement (other than pursuant to a Takedown Request), or (ii) a registration statement with other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Commission covering Securities Act, in either case, for the sale of its shares of Common Stock (other than for its own account, to an underwriter on a registration statement on Form S-4 or S-8, or on another form, firm commitment basis for reoffering to the public or in another contexta “bought deal” or “registered direct offering” with one or more investment banks (collectively, in which such a “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenthen as soon as practicable but not less than fourteen (14) days prior to the filing of (A) any preliminary prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Securities Act, for a period commencing on (B) any prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Initial Exercise Date and terminating on Securities Act (if no preliminary prospectus supplement is used) or (C) such Shelf Registration Statement, as the second (2nd) anniversary of the Initial Exercise Datecase may be, the Company shall give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount Stockholders and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback RegistrationNotice”) shall offer the Stockholders the opportunity to include in such Piggyback Underwritten Offering such number of Registrable Shares as each such Stockholder may request in writing. Each such Stockholder shall then have ten (10) days after receiving such notice to request in writing to the Company inclusion of Registrable Shares in the Piggyback Underwritten Offering (a “Piggyback Request”), except that such Stockholder shall have two (2) Business Days after such Stockholder receives such Piggyback Notice to request inclusion of Registrable Shares in the Piggyback Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. The Upon receipt of any such request for inclusion from a Stockholder (a “Piggyback Requesting Stockholder”) received within the specified time period, the Company shall cause such Warrant Shares to be included in such registration and shall use its best commercially reasonable efforts to cause effect the managing underwriter or underwriters registration in any registration statement of a proposed underwritten offering to permit any of the Warrant Stockholders’ Registrable Shares requested to be included in a Piggyback Registration on the same terms and conditions as set forth in this Agreement. Notwithstanding anything in this Section 2.2 to the contrary, if at the time a demand for registration is made under this Section 2.2 there is a Registration Statement on file pursuant to which the Piggyback Requesting Stockholder shall be entitled to dispose of all its Registrable Shares (including any similar securities of Shelf Registration Statement on Form S-3), then the Company and Company’s obligations with respect to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters Stockholder under this Section 2.2 shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationbe deemed satisfied.

Piggyback Registration Rights. To If the Company shall determine to register for sale for cash any of its securities, for its own account or for the account of others (other than the Consultant), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files securities owned or to be owned by such consultants could be registered on Form S-8), (ii) a registration statement with the Commission covering the sale of its shares of Common Stock (other than relating solely to a Securities Act Rule 145 transaction or a registration statement on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or S-8similar event, or (iii) in connection with any offering involving an underwriting of securities to be issued by the Company, the managing underwriter shall prohibit the inclusion of securities by selling holders (and not only Consultant) in such registration statement or shall impose a limitation on another formthe number of securities which may be included in any such registration statement because, or in another contextits judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is (1) imposed pro rata with respect to all securities whose holders have a contractual piggyback rights to include such securities in the registration statement and as to which inclusion has been requested pursuant to such rights and (2) there is first excluded from such registration statement all securities sought to be included therein by (A) any holder thereof not having any such contractual piggyback registration rights, and (B) any holder thereof having contractual piggyback registration rights subordinate and junior to the Shares, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, case the Company shall then be obligated to include in such registration statement only such limited portion of the Shares as the Consultant has requested inclusion hereunder as is determined in accordance with foregoing. The Company shall promptly give to the Consultant written notice of its intent to file any such proposed filing to the holders of Warrant Shares as soon as practicable but in no event non-excluded registration statement not less than ten (10) business calendar days before prior to the anticipated filing datedate thereof, which notice and shall describe the amount and type of securities to be included include in such offering, the intended method(s) of distribution, and the name registration all of the proposed managing underwriter or underwriters, if any, of Shares specified in a written request delivered by the offering, and offer Consultant to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing Company within five (5) business calendar days after receipt of such written notice (a “Piggyback Registration”)from the Company. The However, the Company shall cause may, without the consent of the Consultant, withdraw such Warrant Shares registration statement prior to it becoming effective if the Company or relevant selling stockholders have elected to abandon the proposal to register the securities proposed to be included in such registration and shall use its best efforts to cause registered thereby. For the managing underwriter or underwriters avoidance of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities doubt, all of the Company and Shares issued or issuable to permit the sale or other disposition of such Warrant Shares Consultant pursuant to this Agreement will be registered in accordance the S- 1 statement filed by the Company’s in connection with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationits IPO.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second fourth (2nd4th) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To If following the extent Closing Date, thereafter the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files Corporation hereafter proposes to file a registration statement under the Securities Act with the Commission covering the sale respect to an offering for its own account of any class of its shares of Common Stock equity securities (other than a registration statement on Form S-4 S-8 (or S-8any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or on another form, any successor provision) under the Securities Act applies or in another context, in which such “piggyback” registration would be inappropriatean offering of securities solely to the Corporation's existing shareholders), then, for a period commencing on then the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company Corporation shall in each case give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable (but in no event less later than ten (1020 business days) business days before the anticipated filing date, which and such notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice each Holder the opportunity to register the sale of such number of shares of Warrant Shares Restricted Stock as such holders Holder may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”)request. The Company shall cause such Warrant Shares Each Holder desiring to be have Restricted Stock included in such registration and statement shall so advise the Corporation in writing within 10 business days after the date on which the Corporation's notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. If the Corporation's offering is to be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Holders of the Restricted Stock requested to be included in a Piggyback Registration the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company Corporation included therein. The right of each Holder to registration pursuant to this Section 2.2 in connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and to permit the sale or other disposition its execution of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other persons or entities intend to include in such offering or (b) the size of the offering that the Corporation, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares of Restricted Stock to be registered and offered for the accounts of Holders shall be reduced pro rata on the basis of the number of securities requested by such Piggyback RegistrationHolders to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the reasonable judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such registration and offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Corporation, be transferred in a public distribution prior to the earlier of ninety (90) days (or such other shorter period of time as the managing underwriter may require) after the effective date of the registration statement or ninety (90) days after the date the Holders of such Restricted Stock are notified of such exclusion.

Piggyback Registration Rights. To If, at any time after the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise First Closing Date, the Company shall give determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, 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 stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such proposed filing to determination and if, within 15 calendar days after the holders date of Warrant delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities that such Purchaser requests to be included registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in such the event that the offering by the Company is a firm-commitment underwritten offering, the intended method(s) Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of distribution, and the name such offering. If less than all of the proposed managing underwriter or underwritersUnderlying Shares are required to be excluded, if any, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of the inclusion in a firm-commitment underwritten offering, and offer to the holders of Warrant Purchasers must sell their Underlying Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities set by the underwriters for shares of Common Stock to be sold for the account of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationCompany.

Piggyback Registration Rights. To the extent (i) Whenever the Company does not maintain an effective registration statement for proposes to register the Warrant Shares offer and in the further event that the Company files a registration statement with the Commission covering the sale of its any shares of its Common Stock under the 1933 Act (other than a registration (i) pursuant to a registration statement on Form S-4 S-8 (or S-8, other registration solely relating to an offering or on another form, sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement in another context, existence as of the date hereof) or (ii) in which such “piggyback” registration would be inappropriateconnection with any dividend or distribution reinvestment or similar plan), then, whether for a period commencing on its own account or for the Initial Exercise Date and terminating on the second (2nd) anniversary account of one or more stockholders of the Initial Exercise DateCompany (other than Buyer pursuant to this Agreement and Sirtex Medical US Holdings, the Company shall give written notice of such proposed filing Inc., but only to the holders extent such registration is effectuated pursuant to the registration rights agreement dated as of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datedate hereof between Sirtex Medical US Holdings, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, Inc. and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5Company) business days after receipt of such notice (a “Piggyback Registration”). The , the Company shall cause give prompt written notice (in any event at least 15 days prior to the filing of a Registration Statement) to Buyer of its intention to effect such Warrant Shares a registration, and such notice shall offer Buyer the opportunity to be included in such registration and by notifying the Company in writing within 10 days. Subject to the provisions of this Section 2(e), the Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares include in such registration all Registrable Securities requested by Buyer to be included in a therein. If any Piggyback Registration on pursuant to which Buyer has registered the same terms offer and conditions as any similar securities sale of Registrable Securities is conducted using a Shelf Registration Statement (a “Piggyback Shelf Registration Statement”), Buyer shall have the Company right, but not the obligation, to be notified of and to permit the sale or other disposition of such Warrant Shares participate in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for any offering under such Piggyback RegistrationShelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement At any time before November 14, 2001, whenever Apple proposes to register any Common Stock for its own account, or for the Warrant Shares and account of any other person holding registration rights, under the Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on either Form S-1 or Form S-4 under the further event that Securities Act (or a successor to either Form S-1 or Form S-4) (any such offering or issuance being an "Exempt Offering"), Apple will give each Stockholder written notice of its intent to do so (a "Registration Notice") at least 20 days prior to the Company files a filing of the related registration statement with the Commission covering Commission. Such notice shall specify the sale of its shares of Common Stock (other than a approximate date on which Apple proposes to file such registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for and shall contain a period commencing on statement that the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing Stockholders are entitled to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included participate in such offering, offering and shall set forth the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares Registrable Common (as such holders may request in writing within five (5hereinafter defined) business days after receipt that represents the best estimate of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the lead managing underwriter (or underwriters if not known or applicable, Apple) that will be available for sale by the holders of Registrable Common in the proposed offering. If Apple shall have delivered a proposed underwritten offering Registration Notice, each Stockholder shall be entitled to permit the Warrant Shares requested to be included in a Piggyback Registration participate on the same terms and conditions as any similar securities Apple in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. Each Stockholder desiring to participate in such offering shall notify Apple no later than ten days following receipt of the Company and Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to permit sell in the sale or other disposition offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such Warrant Shares shares shall not reduce the number of shares of Common Stock to be offered and sold by Apple to be included therein. If the lead managing underwriter selected by Apple for a public offering (or, if the offering is not underwritten, a financial advisor to Apple) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in accordance with such offering, there shall be included in the intended method(s) offering only that number of distribution thereof. All holders shares of Warrant Shares proposing to distribute their securities through a Piggyback Registration Registrable Common, if any, that involves an such lead managing underwriter or underwriters shall enter into an underwriting agreement financial advisor, as the case may be, reasonably and in customary form with good faith believes will not jeopardize the success of the offering, PROVIDED that if the lead managing underwriter or underwriters selected for financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Common Stock to be offered and sold as aforesaid and so notifies Apple in writing, the number of shares of Common Stock to be offered and sold by holders desiring to participate in the offering, shall be allocated among such Piggyback Registrationholders on a pro rata basis based on their holdings of Common Stock. Apple shall have the right at any time to reduce the number of shares requested by any Stockholder to be included in such registration to the extent that Apple reasonably concludes that inclusion of such shares is likely to jeopardize the non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the acquisition agreements entered into by Apple and one of its founding orthodontic practices; PROVIDED that any determination to exclude shares from any such registration pursuant to this provision shall be based on advice of tax counsel to Apple or its independent accountants.

Piggyback Registration Rights. To If, at any time on or before the extent expiration of this Warrant, the Company does not maintain an effective proposes to file a registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the public sale of any of its shares of Common Stock or Common Stock Equivalents under the 1933 Act (other than a registration statements (i) provided for in Section 8.2 hereof or (ii) pursuant to Form S-4 and Form S-8 of the Securities Act of 1933) the Company shall, not later than thirty (30) days prior to the initial filing of the registration statement, deliver notice of its intent to file such registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before Holder, setting forth the anticipated filing dateminimum and maximum proposed offering price, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distributioncommissions, and the name of the proposed managing underwriter or underwriters, if any, of discounts in connection with the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five other relevant information. Within twenty (520) business days after receipt of such notice (of the Company's intent to file a “Piggyback Registration”). The Company registration statement, the Holder shall cause such be entitled to request that the Warrant Shares to Stock be included in such registration statement, and shall the Company will use its best efforts to cause such Warrant Stock to be included in the offering covered by such registration statement. In the event the Warrant Stock is included in the registration statement, the Holder may transfer this Warrant to an underwriter or broker for exercise by such underwriter or broker in connection with a distribution of the Warrant Stock. The managing underwriter or underwriters in an underwritten offering, or the holders of a majority in number of shares of Common Stock requesting registration, may determine that the number of securities proposed underwritten to be sold in the underwriting or offering to permit exceeds the Warrant Shares requested number that can be sold without having a materially adverse effect on the price at which the securities could be sold. If it or they make such a determination in good faith, then the Company may reduce the number of shares of Common Stock to be included in the registration to the highest number that the managing underwriter (or underwriters) or a Piggyback Registration majority of the holders (as the case may be) determine will not have a material adverse effect on the same terms and conditions as any similar securities price of the shares to be sold. If the number of shares of Common Stock to be sold in a registration are limited pursuant to this paragraph, the Company and to permit will include in the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.registration:

Piggyback Registration Rights. To If the extent Buyer at any time or from time to time subsequent to the Company does not maintain an effective registration statement date of this Agreement proposes to register any securities under the Securities Act either for its own account or the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale account of its shares of Common Stock any selling security holders (other than pursuant to (i) a registration statement on Form Forms S-4 or S-8S-8 or any successor or similar forms, (ii) a registration relating solely to a Commission Rule 145 offering, or (iii) a registration on another form, or in another context, in which such “piggyback” registration would be inappropriateany form that does not permit secondary sales), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall it will give written notice to each of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing dateSellers, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, Xxxxx and the name ESOP of its intention at least twenty (20) days in advance of the proposed managing underwriter or underwriters, if any, filing of any registration statement with respect thereto. Upon the written request of any of the offeringSellers, and offer to Xxxxx or the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing ESOP given within five (5) business days after receipt of such notice notice, the Buyer, subject to the restrictions below, will use commercially reasonable efforts to include in such registration, and in any underwriting involved therein, all the Buyer Common Stock received by the Sellers, Xxxxx or the ESOP pursuant to Section 2.2 included in such request. The method of disposition of such Buyer Common Stock shall be determined solely by the Buyer. If the managing underwriter with respect to such offering requests in that the number of securities to be offered by any or all of the Sellers, Xxxxx or the ESOP be reduced because in the judgment of the managing underwriter the offering would be materially and adversely affected, then such securities shall be reduced by such amount as the managing underwriter may determine so as to not materially and adversely affect the proposed offering. The Buyer may require the Sellers, Xxxxx or the ESOP to furnish to the Buyer such information in writing regarding themselves and the distribution as the Buyer may from time to time reasonably request in writing in order to comply with the Securities Act. The Sellers, Xxxxx and the ESOP agree to notify the Buyer as promptly as practicable of any inaccuracy or change in information they have previously furnished to the Company. The Buyer will promptly notify each of the Sellers, who include Buyer Common Stock in any registration statement (a “Piggyback RegistrationSelling Stockholder”)) of the effectiveness of the registration statement and will provide each of the Sellers with such numbers of copies of the registration statement and the prospectus included therein as such Selling Stockholder may reasonably request. The Company shall cause During the period such Warrant Shares registration statement is required to be included remain effective, the Buyer will promptly notify each Selling Stockholder of the occurrence of any event as a result of which the registration statement or the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each Selling Stockholder agrees, upon receipt of such notice, forthwith to cease making offers and shall sales of any shares of Buyer Common Stock pursuant to such registration statement and deliveries of the prospectus contained therein. The Buyer agrees to notify each Selling Stockholder when each post-effective amendment to the Registration Statement has become effective or a supplement to any prospectus forming a part of such registration statement is effective. The Buyer will use its reasonable best efforts to cause qualify or register the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested Buyer Common Stock to be included in a Piggyback Registration on sold pursuant to this provision under the same terms and conditions as any similar securities or “Blue Sky” laws of the Company fifty states and the District of Columbia; provided, however, that the Buyer shall not be obligated to permit qualify as a foreign corporation to do business under the laws of, or to file any general consent to service of process in, any such jurisdiction. In connection with any registration of the Buyer Common Stock pursuant to this Agreement, to the extent permitted by law, the Buyer shall indemnify each Selling Stockholder and the Selling Stockholders shall indemnify the Buyer in the manner provided below. The Buyer shall indemnify and hold harmless each Selling Stockholder and each of its officers, directors and partners, and such person controlling such Selling Stockholder against all losses, claims, damages or liabilities, joint or several, to which such Stockholder may become subject under the Securities Act 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, prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation of any rule or regulation under the Securities Act or state securities laws applicable to the Buyer in connection with the registration, qualification or compliance relating to the Buyer Common Stock and the Buyer shall reimburse each such Selling Stockholder (or its officers, directors and partners, and person controlling such Selling Stockholder, if applicable) for any legal or other expenses reasonably incurred by such Selling Stockholder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Buyer shall not be required to indemnify and hold harmless or reimburse such Selling Stockholder to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any document made in reliance upon and in conformity with written information furnished to the Buyer by or on behalf of such Selling Stockholder with respect to such Selling Stockholder and such Selling Stockholder’s Buyer Common Stock or the distribution thereof for use specifically in the preparation of such documents. Each Selling Stockholder (or its officers, directors and partners, and person controlling such Selling Stockholder, if applicable) shall indemnify and hold harmless the Buyer, each of its directors and officers, and each person, if any, who controls the Buyer within the meaning of the Securities Act, against all losses, claims, damages or liabilities to which the Buyer or any such director or officer or controlling person may become subject, under the Securities Act 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, prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation of any rule or regulation under the Securities Act or state securities laws applicable to the Buyer in connection with the registration, qualification or compliance relating to the Buyer Common Stock, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement, omission or alleged omission, or violation was made in reliance upon and in conformity with written information furnished to the Buyer by or on behalf of such Selling Stockholder (or its officers, directors and partners, and person controlling such Stockholder, if applicable) with respect to such Selling Stockholder and such Selling Stockholder’s Buyer Common Stock or the distribution thereof, for use in the preparation thereof; and provided, further, however, that the liability of each Selling Stockholder (or its officers, directors and partners, and person controlling such Selling Stockholder, if applicable) hereunder shall be limited to the net proceeds received by such Stockholder from the sale of Buyer Common Stock covered by the registration statement; and such Selling Stockholder shall reimburse the Buyer for any legal or other disposition expenses reasonably incurred by the Buyer or any such director or officer or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action. All expenses associated with or incurred in connection with any registration statement filed pursuant to this Agreement, including without limitation, registration or filing fees, accounting and legal fees, printing and mailing costs, shall be borne by the Buyer; provided that each Selling Stockholder shall be responsible for paying any underwriting discounts, fees or sales commissions or legal fees or expenses of counsel retained by such Warrant Shares Selling Stockholder in accordance connection with the intended method(s) sale of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter his, her or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationits Buyer Common Stock.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.5(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights (other than a registration statement “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to the Holders, which notice shall be held in strict confidence by the Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.5(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.5(a) would adversely affect such offering, no such notice shall be required (and the Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.5(a), each Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would Holder received notice pursuant to this Section 2.5(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be inappropriatedisposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.5(c), thenthe Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by a Holder; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.5(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Dateany reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included Holders participating in such offeringPiggyback Underwritten Offering (which such Holders will hold in strict confidence) and (i) in the case of a determination not to proceed, the intended method(s) shall be relieved of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer its obligation to the holders of Warrant Shares include any Registrable Securities in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second seventh (2nd7th) anniversary of the Initial Exercise Effective Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten twenty (1020) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five ten (510) business days after following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To the extent (a) At any time the Company does proposes to file a Registration Statement to register Common Stock under the Securities Act (other than pursuant to Sections 2.1 or 2.2), or to conduct an Underwritten Offering from an existing Shelf Registration Statement, whether or not maintain an effective registration statement for its own account (other than pursuant to a Registration Statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) or for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale account of its shares of Common Stock any person (other than a registration statement on Form S-4 Holder pursuant to Sections 2.1 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate2.2), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice thereof to each Holder at least 10 Business Days before such filing or the commencement of such proposed filing to the holders of Warrant Shares Underwritten Offering, as soon as practicable but in no event less than ten (10) business days before the anticipated filing dateapplicable, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice offering each Holder the opportunity to register the sale of on such Registration Statement or including in such Underwritten Offering, as applicable, such number of shares of Warrant Shares Registrable Securities as such holders Holder may request in writing within not later than five (5) business days Business Days after receipt of receiving such notice in writing from the Company (a “Piggyback Registration”). The Upon receipt by the Company shall cause of any such Warrant Shares to be included in such registration and request, the Company shall use its best commercially reasonable efforts to, or in the case of an Underwritten Offering, use its commercially reasonable efforts to cause the managing underwriter Underwriters to, include such Registrable Securities in such Registration Statement (or underwriters in a separate Registration Statement concurrently filed) and to cause such Registration Statement to become effective with respect to such Registrable Securities. If no request for inclusion from a Holder is received by the Company within the deadlines specified above, such Holder shall have no further right to participate in such Piggyback Registration. Notwithstanding the foregoing, if at any time after giving written notice of a proposed underwritten offering registration in accordance with the first sentence of this paragraph (a) and before the effectiveness of the Registration Statement described in such notice, the Company determines for any reason either not to permit effect such registration or to delay such registration, the Warrant Shares requested Company may, at its election, by delivery of written notice to be included each Holder exercising its rights to Piggyback Registration, (i) in the case of a determination not to effect registration, relieve itself of its obligation to effect a Piggyback Registration of the Registrable Securities in connection with such registration or (ii) in the case of a determination to delay registration, delay the Piggyback Registration of such Registrable Securities of the Holders for the same period as the delay in the registration of such other Registrable Securities; provided, that in the case of any such termination, withdrawal or delay, all expenses incurred in connection with such Piggyback Registration shall be borne entirely by the Company as set forth in Section 2.9. If any Holder requests inclusion in a registration pursuant to this Section 2.3, which Holder may, at any time before the effective date of the Registration Statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company; provided, however, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would materially delay the registration or otherwise require a recirculation of the prospectus contained in the Registration Statement, then such Holder shall have no right to so revoke his, her, or its request. The Company shall keep the Holder reasonably informed as to the status or expected timing of the launch of any Public Offering registered pursuant to any such Piggyback Registration. No registration of Registrable Securities effected under this Section 2.3 shall relieve the Company of its obligations to effect any Demand Registration pursuant to Section 2.1 or Shelf Registration pursuant to Section 2.2. The rights of Holders with respect to a Piggyback Registration shall be subject to Suspension Periods, as provided in Section 2.5. To the extent an Underwritten Offering is made under any such Registration Statement, all Holders exercising their right to Piggyback Registration must sell their Registrable Securities to the Underwriters selected as provided in Section 2.7(f) on the same terms and conditions as any similar securities of apply to the Company and to permit the sale or other disposition of securityholders selling in such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationUnderwritten Offering.

Piggyback Registration Rights. To Parent agrees that if, after the extent date of issuance of the Company does not maintain an effective registration statement for Holdback Parent Shares, the Warrant Shares and in Board of Directors of Parent shall authorize the further event that the Company files filing of a registration statement with under the Commission covering the sale of its shares of Common Stock Securities Act (other than a registration statement (i) filed in connection with an offering of securities to employees or directors of Parent pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to Parent’s existing security holders, (iv) for a dividend reinvestment plan, or on another form(v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in another contextall of Parent’s shareholders having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction) in connection with the proposed offer of any of its securities by it or any corporation with which it may combine or merge, Parent shall: (A) promptly notify Seller that such “piggyback” registration would statement will be inappropriate), then, for a period commencing on filed and that the Initial Exercise Date Holdback Parent Shares issued pursuant to this Agreement and terminating on the second then held by Seller and any Parent Closing Shares not previously registered pursuant to Section 8.7(a) and then held by Seller (2nd) anniversary of the Initial Exercise Datecollectively, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10“Registrable Securities”) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to will be included in such registration and shall statement at Seller’s request; (B) cause such registration statement to cover all of the Registrable Securities issued to Seller for which Seller requests inclusion; (C) use its reasonable best efforts to cause the managing underwriter such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any federal or underwriters state law or regulation of a proposed underwritten offering any Governmental Authority to permit the Warrant Shares requested all such Registrable Securities that have been issued to Seller to be included sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any Governmental Authority for the period necessary for Seller to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the requirements of Rule 144 promulgated under the Securities Act, Seller would be entitled to sell all the Registrable Securities pursuant to Rule 144 without limitation. If Seller desires to include in a Piggyback Registration on such registration statement all or any part of the same Registrable Securities held by it, it shall, within twenty (20) days after the above-described notice from Parent, so notify Parent in writing. Such notice shall state the intended method of disposition of the Registrable Securities by Seller. If Seller decides not to include all of its Registrable Securities in any registration statement thereafter filed by Parent, Seller shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by Parent with respect to offerings of its securities, all upon the terms and conditions as any similar set forth herein. As used in this Section 8.7, the term “Registrable Shares” refers includes all securities received in replacement of or in connection with such Registrable Shares pursuant to stock dividends or splits, all securities received in replacement of such Registrable Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Seller is entitled by reason of Seller’s ownership of the Company Registrable Shares. The obligations of Parent under this Section 8.7(b) is conditioned upon Seller’s furnishing Parent with a selling holder questionnaire in form and substance reasonably satisfactory to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationParent and its counsel.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for an Underwritten Offering of shares of Class A Common Stock for its own account or for the Warrant Shares account of any other Persons who have or have been granted registration rights (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder that, together with such Holder’s Affiliates, holds at least the Minimum Number of Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Class A Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.4(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered to pursuant to this Section 2.4(a), each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further event right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DatePiggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Class A Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights, other than the Holders (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriateany Opt-Out Holder), then, for a period commencing on which notice shall include the Initial Exercise Date and terminating on the second (2nd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five (5) Business Days before the filing of the Underwritten Offering Filing or two (2) Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered to the Holder pursuant to this Section 2.4(a), each such Holder shall then have four (4) Business Days (or one (1) Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To If at any time while Seller holds the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files HEI Shares, HEI proposes to file on its behalf and/or on behalf of any other holder of shares of HEI common stock a registration statement with under the Commission covering the sale Securities Act to register an offering of its shares of Common Stock (HEI common stock on any form under the Securities Act, other than a registration statement on Form S-4 or S-8, S-8 (or on another any successor form, or in another context, in which such “piggyback” registration would be inappropriate), then, ) for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included offered in a transaction of the type referred to in Rule 145 under the Securities Act or to be offered to employees of or consultants to HEI, it shall include in such offeringregistration statement, at the request of the Seller, all or any part of the HEI Shares, and register such HEI Shares under any applicable state securities laws. Notwithstanding the foregoing, if the registration statement involves an underwritten offering and the managing underwriter advises HEI in writing that, in its opinion, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares requested to be included in such registration exceeds the number which can be sold in such offering within an acceptable price range, HEI will include in such registration, to the extent of the number which HEI is so advised can be sold in such offering, first, securities of HEI that HEI proposes to sell and shall use its best efforts to cause second, securities of HEI held by other persons, including the managing underwriter or underwriters of a Seller, having registration rights proposed underwritten offering to permit the Warrant Shares requested to be included in such registration, pro rata among such holders. HEI shall pay all fees and expenses in connection with a Piggyback Registration on registration described in this Section 8, except that the same terms Seller shall pay for any fees, discounts and conditions as commissions of any similar securities underwriter applicable to the HEI Shares to be sold in such offering. The rights of the Company Seller under Sections 7 and 8 hereof may be assigned by the Seller to permit any transferee of the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationHEI Shares.

Piggyback Registration Rights. To the extent If the Company does not maintain an effective registration statement for at any time proposes to register any securities (whether pursuant to the Warrant Shares and in the further event that exercise of Demand Registration rights by a Stockholder of the Company files a registration statement with or at the Commission covering initiative of the sale of its shares of Common Stock Company) under the Securities Act (other than the Closing Shares Registration Statement solely as provided in Section 2.1) in connection with a public offering of such securities for cash, whether for its own account or for the account of other securityholders, and the form of registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” to be used may be used for the registration would be inappropriate), then, for a period commencing on of Registrable Securities held by the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DateStockholders, the Company shall give prompt written notice of such proposed its intention to do to each Stockholder at least fifteen (15) Business Days prior to filing any registration statement, and the Stockholders (“Piggyback Stockholders”), may, by written notice to the holders of Warrant Company, request that any or all Registrable Securities not otherwise registered pursuant to a Registration Statement (other than the Closing Shares Registration Statement solely as soon as practicable but provided in no event less than ten (10Section 2.1) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, proposed registration of securities by the intended method(s) of distribution, and Company under the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice Securities Act (a “Piggyback Registration”). The Company Upon the written request of any such Piggyback Stockholder, made within ten (10) Business Days following the receipt of any such written notice (which request shall cause such Warrant Shares specify the maximum number of Registrable Securities intended to be included in disposed of by such registration Piggyback Stockholder and shall the intended method of distribution thereof), the Company shall, subject to this Section 2.3, use its reasonable best efforts to cause all such Registrable Securities, the managing underwriter or underwriters Piggyback Stockholders of a proposed underwritten offering to permit which have so requested the Warrant Shares requested registration thereof, to be included in a Piggyback Registration on registered under the same terms and conditions as any similar Securities Act with the securities of which the Company and at the time proposes to register to permit the sale or other disposition of such Warrant Shares by the Piggyback Stockholders (in accordance with the intended method(s) method of distribution thereof. All holders ) of Warrant Shares proposing the Registrable Securities to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form be so registered, including, if necessary, by filing with the underwriter SEC a post-effective amendment or underwriters selected for a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such Piggyback RegistrationRegistrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.3 shall relieve the Company of its obligations to effect Demand Registrations under Section 2.2 hereof.

Piggyback Registration Rights. To Buyer shall have the extent right, for as long as any Shares are outstanding, to include all or any portion of the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock underlying the Shares (collectively with any successor securities, the “Registrable Securities”) as part of any other registration of securities filed by the Company (other than in connection with a registration statement on transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-4 S-8 or S-8, or on another any equivalent form, or in another context, in which ). In the event of such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Dateproposed registration, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event furnish Buyer with not less than ten (10) business days before days’ written notice prior to the anticipated proposed date of filing date, which of such registration statement. Such notice to Buyer shall describe the amount and type of securities continue to be included in given for each registration statement filed by the Company until such offering, the intended method(s) of distribution, and the name time as all of the proposed managing underwriter or underwriters, if any, Registrable Securities have been sold by Buyer. The holders of the offeringRegistrable Securities shall exercise the piggy-back rights provided for herein by giving written notice, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after of the receipt of the Company’s notice of its intention to file a registration statement. Notwithstanding the foregoing; if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter thereof shall, in its reasonable discretion, impose a limitation on the number of Registrable Securities which may be included in the registration statement because, in such underwriter’s judgment, marketing or other factors make such limitation necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Buyer requested inclusion hereunder as the underwriter shall reasonably permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. Buyer (or its transferees) shall be entitled to three piggy-back registrations pursuant to this Section 5.13. Any holder of Registrable Securities may elect to withdraw such hxxxxx’s request for inclusion of Registrable Securities in any piggy-back registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether in its own determination or as the result of a “Piggyback Registration”)withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement subject to piggy-back registration at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such piggy-back registration as provided in this Section 5.13. The Company shall cause such Warrant Shares bear all fees and expenses attendant to be included registering the Registrable Securities pursuant to this Section 5.13, including the reasonable and documented expenses (not to exceed $20,000) of a single legal counsel selected by the holders to represent them in such registration connection with the sale of the Registrable Securities, but the holders shall pay any and all underwriting commissions or brokerage fees related to the Registrable Securities. The Company shall use its best commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering any registration statement filed pursuant this Section 5.13 to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions remain effective for as long as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationare outstanding.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares Lexon covenants and in the further event agrees that the Company if it files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a an underwritten registration statement on SEC Form S-4 S-1B or S-8, Form S-l or on another form, or in another context, in its equivalent which such “piggyback” registration would be inappropriate), then, for a period commencing on includes the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares owned by shareholders of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall Lexon, Lexon will use its best efforts to cause include some or all of the managing underwriter shares of Lexon common stock issued to and then held by UTEK pursuant to this Agreement. If the underwriters include any selling shareholder shares, UTEK shall be permitted to include some or underwriters all of its Lexon shares on a proposed underwritten offering pro rata basis to permit the Warrant Shares requested to be included in a Piggyback Registration on extent and upon the same terms and conditions as other Lexon shareholders are permitted to have their Lexon shares included in the proposed offering. If the underwriters do not permit for any similar securities reason the inclusion of selling shareholder shares in the Company offering, UTEK shares shall also not be included. It is the expressed intent of this Article that UTEK be treated exactly the same as any other selling Lexon shareholder in connection with any underwritten offering of Lexon common stock, no better and no worse. If Lexon proposes an underwritten offering, Lexon will give UTEK 15 days' prior written notice thereof, and UTEK shall give Lexon notice within 10 days thereafter of UTEK's desire as to permit the sale or other disposition number of such Warrant Shares shares, if any, that UTEK desires to include in the offering. Lexon will notify the lead underwriters of UTEK's desire, and Lexon will include UTEK shares in accordance with this paragraph. As a condition of including any UTEK shares in the intended method(soffering, UTEK shall (1) sign all underwriting agreements, representations, warranties, certificates and other papers as the underwriters require of distribution thereofUTEK and other Lexon shareholders whose shares are to be included in the offering; (2) pay pro rata all costs of the offering to the same extent as other Lexon selling shareholders are required to pay; and (3) take all other actions and do all other things as are required of other selling shareholders. All holders Failure of Warrant Shares proposing UTEK to distribute their securities through respond within 10 days after notice of Lexon's intention to file an underwritten offering shall constitute a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement waiver of the rights set forth in customary form with the underwriter or underwriters selected for such Piggyback Registrationthis Article.

Piggyback Registration Rights. To If at any time Savvis proposes to register any of its Common Stock under the extent Securities Act for sale to the Company does not maintain an effective registration statement public, whether for its own account or for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale account of its shares of Common Stock other security holders or both (other than a registration statement on Form S-4 or S-8, Form S-8 promulgated under the Securities Act (or on another form, any successor forms thereto) or in another context, in which such “piggyback” registration would be inappropriateany other form not available for registering the Restricted Stock for sale to the public), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall it will give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in each such notice a "Piggyback Notice") at such time to each Investor of its intention to do so. Upon the opportunity to register the sale written request of such number of shares of Warrant Shares as such holders may request in writing any Investor, given within five (5) business 30 days after receipt by such holder of such notice the Piggyback Notice, to register any of its Restricted Stock (a “Piggyback Registration”). The Company which request shall cause such Warrant Shares state the amount of Restricted Stock to be included in such registration so registered and shall the intended method of disposition thereof), Savvis will use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Restricted Stock, as to permit the Warrant Shares requested which registration shall have been so requested, to be included in a Piggyback Registration the securities to be covered by the registration statement proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by such Investor (in accordance with its written request) of such Restricted Stock so registered; provided, nothing herein shall prevent Savvis from abandoning or delaying such registration at any time. In the event that any registration referred to in this paragraph (d) shall be, in whole or in part, an underwritten public offering of Common Stock of Savvis, any request by an Investor pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Common Stock in reasonably similar securities circumstances. The number of shares of Restricted Stock to be included in such an underwritten offering may be reduced (x) if the stockholder or stockholders of Savvis requesting to have shares of Restricted Stock included in a registration contemplated by this Section 3(d) are Investors, pro rata among the requesting Investors based upon the number of shares of Restricted Stock so requested to be registered or (y) if stockholders of Savvis other than Investors also request to have their shares of Common Stock included in a registration contemplated by this Section 3(d), pro rata among all the requesting stockholders based upon the number of shares of Common Stock of Savvis so requested to be registered, if and to the extent that the managing underwriter of such offering shall be of the Company and to permit good faith opinion that such inclusion would adversely affect the sale or other disposition of such Warrant Shares in accordance with marketing (including, without limitation, the intended method(soffering price) of distribution thereof. All the securities to be sold by Savvis therein, or by the other security holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with for whose benefit the underwriter or underwriters selected for such Piggyback Registrationregistration statements has been filed.

Piggyback Registration Rights. To the extent (a) If the Company does not maintain an effective registration statement for at any time proposes to register under the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale Securities Act any shares of its shares of Common Stock (now or hereafter authorized, other than a registration statement on Form S-4 or S-8, S-8 or on another any successor form, whether for sale for its own account or for the account of any selling stockholder, on a form and in another contexta manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly, and in any event no later than 20 days (10 days if the registration is a Form S-3) before the initial filing with the SEC of a registration statement, of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (i) whether or not such registration will be in connection with an underwritten offering of securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting, (ii) the price at which such “piggyback” registration would securities are reasonably expected to be inappropriatesold to the public, and (iii) the amount of the underwriting discount reasonably expected to be incurred in connection therewith). Upon the written request of any such holder delivered to the Company within 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), then, for a period commencing on the Initial Exercise Date and terminating on Company will (subject to the second (2ndprovisions of Section 2.1(c) anniversary hereof) include in such registration all of the Initial Exercise DateRegistrable Securities that the Company has been so requested to register; provided, however, that if, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with such registration, the Company may at its election give written notice of such proposed filing determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares be relieved of its registration obligations (but not from its obligation to be included pay Registration Expenses in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationconnection therewith).

Piggyback Registration Rights. To the extent If, at any time, the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files proposes to file a registration statement with under the Commission covering the sale of its shares of Common Stock (Securities Act, other than a registration statement on Form S-4 relating solely to employee benefit plans or S-8Rule 145 transactions, or on another form, or in another context, in which such with respect to an underwritten offering for its own account of any class of securities of the Company (a “piggyback” registration would be inappropriateRegistration Statement”), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Datethen each such time, the Company shall give written notice of such proposed filing intention to the holders of Warrant Shares as soon as practicable but in no event less than ten file a Registration Statement (10a “Piggyback Notice”) business to each Purchaser at least five (5) days before the anticipated filing date, which notice . The Piggyback Notice shall describe the amount and type number of securities shares to be included in such offering, registered and the intended method(s) method of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, distribution and offer to the holders of Warrant Shares in such notice each Purchaser the opportunity to register pursuant to such Registration Statement such shares purchased under this Agreement and held by such Purchaser (the sale of such number of shares of Warrant Shares “Registrable Shares”) as such holders Purchaser may request in writing to the Company within five (5) business days after receipt of such notice the date Investor first received the Piggyback Notice (a “Piggyback Registration”). The Piggyback Registration rights shall be subject ratably to potential underwriter’s limitations set forth herein. The Company shall cause take all reasonable steps to include in the Registration Statement the Registrable Shares which the Company has been so requested to register by such Warrant Shares Purchaser. The Company shall be entitled to be included in such registration and shall use suspend or withdraw a Registration Statement prior to its best efforts to cause becoming effective. If the managing underwriter with respect to such an offering advises the Company in writing that the inclusion of all or underwriters any portion of a proposed underwritten offering to permit the Warrant Registrable Shares which such Purchaser has requested to be included in a Piggyback the Registration on Statement would materially jeopardize the same success of the offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares which the underwriter advises the Company in writing may be sold without materially jeopardizing the offering which cutback shall be pro rata with any other Purchasers. If such Purchaser disapproves of the terms and conditions as of any similar securities of such underwriting such Purchaser may elect to withdraw its Registrable Shares from it by written notice to the Company and the underwriter. Such Purchaser also agrees that it and Subsidiary shall be subject to permit any lock-up agreements reasonably requested by a managing underwriter so long as the sale Company shares held by the Company’s largest shareholder are also subject to a similar lock-up agreement. The Company shall not grant registration rights to any other holder or other disposition prospective holder of its securities in connection with a private placement of the Company’s securities unless, (i) all shares held by Purchaser by operation of this Agreement are, at the time of such Warrant private placement, included on a Registration Statement, or (ii) the Company agrees, in connection with such private placement, to grant such Purchaser the right to include on the Registration Statement a collective total number of such Purchaser’s Registrable Shares in accordance with equal to one half of the intended method(s) number of distribution thereof. All holders shares to be registered on behalf of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter the other holder or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationprospective holder.

Piggyback Registration Rights. To The Company covenants and agrees that if, at any time prior to the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files Registration Rights Expiration Date (defined below), it proposes to file a registration statement with respect to any class of equity or equity-related securities (other than in connection with an offering to the Commission covering Company’s employees or in connection with an acquisition, merger or similar transaction, i.e., a Form S-4 or Form S-8) under the sale Securities Act in a primary registration on behalf of its the Company and/or in a secondary registration on behalf of holders of such securities, and the registration form to be used may be used for the issuance or resale of the Shares and the shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary issuable upon exercise of the Initial Exercise DateWarrants (the “Warrant Shares”), the Company shall will either include such Shares and Warrant Shares (collectively, the “Registrable Securities”) in such registration statement or give prompt written notice to Subscriber of its intention to file such proposed filing registration statement and will offer to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included include in such offeringregistration statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing with respect to which the Company has received written requests for inclusion therein within five twenty (520) business days after receipt the giving of such notice by the Company (a the “Piggyback RegistrationRegistration Rights”). The Subscriber shall also provide the Company customary and reasonable representations and confirmations regarding the Registrable Securities held by the Subscriber, information relating to the beneficial ownership of other securities of the Company held by such Subscriber, information regarding the persons with voting and dispositive control over the Subscriber and such other information as the Company or its legal counsel may reasonably request, as a condition to including such Registrable Securities in the Registration Statement. The Subscriber acknowledges and understands that the Company shall cause not be required to include Registrable Securities in a registration statement relating solely to an offering by the Company of securities for its own account if the managing underwriter or placement agent shall have advised the Company in writing that the inclusion of such Warrant Shares securities will have a material adverse effect upon the ability of the Company to be sell securities for its own account, and provided further that the Subscriber is not treated less favorably than others seeking to have their securities included in such registration and shall use its best efforts to cause statement. Notwithstanding the managing underwriter or underwriters obligations set forth above, if any SEC guidance sets forth a limitation on the number of a proposed underwritten offering to permit the Warrant Shares requested securities permitted to be registered on a particular registration statement as a secondary offering, the number of Registrable Securities to be registered on such registration statement will be reduced pro rata between the Subscriber (or other parties) whose securities are included in a Piggyback such registration statement. The “Registration on Rights Expiration Date” is the same terms earlier of (a) one year from the date that the Subscription Agreement is accepted by the Company; and conditions as any similar securities of (b) the Company and date that the Subscriber is eligible to permit sell the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereofRegistrable Securities under Rule 144. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.Subscription Agreement Golden Matrix Group, Inc.

Piggyback Registration Rights. To (a) Subject to Section 2.02(b) and Section 2.05, if at any time or from time to time following the extent Lock-up Period, the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files proposes to file a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement (1) on Form S-4 or S-8Form S-8 or any similar successor forms or another form used for a purpose similar to the intended use for such forms, (2) a Shelf Registration Statement required under the terms of the Warrant Agreement or (3) the PIPE Resale Shelf, for the sale of Common Shares for its own account, or on another formfor the benefit of the holders of its Common Shares (other than pursuant to Section 2.03)) in an underwritten or other registered public offering (a “Piggyback Underwritten Offering”), then as soon as reasonably practicable, but not less than 10 Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the 1933 Act, (y) any prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the 1933 Act (if no preliminary prospectus supplement is used), other than, in the case of clause (x) or (y), any preliminary prospectus supplement or prospectus supplement relating to a registration statement for which notice was previously given, or in another context(z) such registration statement, in which such “piggyback” registration would be inappropriate), then, for a period commencing on as the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Datecase may be, the Company shall give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which Holders and such notice shall describe offer the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice Holders the opportunity to register the sale of include in such Piggyback Underwritten Offering such number of shares of Warrant Registrable Shares as each such holders Holder may request. Each such Holder shall have 5 Business Days after receiving such notice to request in writing within five (5) business days after to the Company inclusion of Registrable Shares in the Piggyback Underwritten Offering. Upon receipt of any such notice request for inclusion from a Holder received within the specified time (each, a “Piggyback RegistrationHolder”). The , the Company shall cause such Warrant Shares to be included in such registration and shall use its reasonable best efforts to cause effect the managing underwriter or underwriters registration in any registration statement described in this Section 2.02(a) of a proposed underwritten offering to permit the Warrant such Registrable Shares requested to be included in a Piggyback Registration on the same terms and conditions set forth in this Agreement. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Prior to the launch of any Piggyback Underwritten Offering, any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any registration statement pursuant to this Section 2.02(a) by giving written notice to the Company, which withdrawal shall be irrevocable and, following which withdrawal, such Holder shall no longer have any right to include Registrable Shares in the Piggyback Underwritten Offering as any similar securities to which such withdrawal was made. No registration of Registrable Shares effected under this Section 2.02 shall relieve the Company and of its obligations to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationeffect any registration upon demand under Section 2.03.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Termination Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereofthereof unless, in the reasonable judgment of the Company and the managing underwriters, the inclusion of the Warrant Shares in the Registration Statement would materially impair the Company’s or the selling stockholder’s ability to sell all of the shares otherwise included in such registration statement. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To the extent If (but without any obligation to do so) the Company does not maintain an effective proposes to register (including for this purpose a registration statement for the Warrant Shares and in the further event that effected by the Company files for stockholders other than the Investor) any of its stock, either for its own account or the account of a registration statement security holder or holders, under the Securities Act in connection with the Commission covering the sale public offering of its shares of Common Stock such securities (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing relating solely to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type sale of securities to be included participants in such offeringa Company stock plan or option agreements, the intended method(s) of distribution, and the name of the proposed managing underwriter an offering or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares securities pursuant to a Form S-4 (or successor form) registration statement, or any registration on any form which does not include substantially the same information as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to would be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested required to be included in a Piggyback Registration on registration statement covering the same terms and conditions sale of the "Registrable Securities" as any similar securities such term is defined below), the Company shall, at such time, promptly give the Investor written notice of such registration. Upon the written request of Investor given within ten (10) days after mailing of such notice by the Company, the Company shall, subject to the provisions of this Section, cause to be registered under the Securities Act all of the Registrable Securities that Investor has requested to be registered. For purposes of this Section, Registrable Securities shall mean the Shares of Company common stock issued upon conversion of the Preferred Stock owner by Investor, to the extent such shares may not be resold under Rule 144 under the Securities Act or otherwise without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section with respect to the Registrable Securities of Investor that Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and to permit the sale or other intended method of disposition of such Warrant Shares securities as shall be required to effect the registration of Investor's Registrable Securities. The entire unpaid principal balance of this note shall immediately become due and payable, at the option of the Payee, upon the occurrence of either of the following events of default (each, an “Event of Default”): (a) Failure by Maker to pay all principal and interest hereunder as and when the same becomes due and payable in accordance with the intended method(sterms hereof, or (b) failure by Maker to comply with any other covenant hereunder and such failure continues for three (3) days after written notice of distribution such failure. In the event of Default specified above shall occur, Payee may proceed to protect and enforce its rights by suit in equity and/or by action at law or by other appropriate proceedings. No delay on the part of the Payee in the exercise of any power or right under this Note, or under any other instrument executed pursuant thereto shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right preclude further exercise thereof. All holders Notwithstanding anything made hereunder shall be applied, at the option of Warrant Shares proposing Xxxxx, first to distribute their securities through a Piggyback Registration costs of collection, then to interest, and then to principal. It is hereby specially agreed that involves if this note is placed into the hands of an underwriter attorney for collection, or underwriters shall enter into if provided, established, or collected in any court, Maker agrees to pay to Payee an underwriting agreement amount equal to all expenses incurred in customary form with enforcing or collecting this Note, including court costs and reasonable attorneys’ fees. Except for the underwriter notice expressly provided herein, the undersigned hereby waives presentment for payment, notice of nonpayment, demand, notice of demand, protest, notice of protest, diligence in collection, grace, and without further notice hereby consents to renewals, extensions, or underwriters selected for such Piggyback Registrationpartial payments either before or after maturity.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.5(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights (other than a registration statement “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to the Major Holders, which notice shall be held in strict confidence by the Major Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Major Holders’ rights under this Section 2.5(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.5(a) would adversely affect such offering, no such notice shall be required (and the Major Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.5(a), each Major Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would Major Holder received notice pursuant to this Section 2.5(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be inappropriatedisposed of by such Major Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from a Major Holder is received within such period, such Major Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.5(c), thenthe Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by a Major Holder; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.5(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Dateany reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included Major Holders participating in such offeringPiggyback Underwritten Offering (which such Major Holders will hold in strict confidence) and (i) in the case of a determination not to proceed, the intended method(s) shall be relieved of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer its obligation to the holders of Warrant Shares include any Registrable Securities in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To the extent If the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale at any time proposes to register any of its shares of Common Stock (other than securities under the Act, except on a registration statement on Form S-4 S-8 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DateForm S-4, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall will use its best efforts to cause all of the managing underwriter or underwriters shares of a proposed underwritten offering to permit common stock underlying the Warrant Shares requested Warrants owned by Holder to be included in a Piggyback Registration on registered under the same terms and conditions as any similar Act (with the securities of which the Company and at the time propose to register), all to the extent requisite to permit the sale or other disposition of by the Holder; provided, however, that the Company may, as a condition precedent to its effecting such Warrant Shares in accordance registration, require the Holder to agree with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that the Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement (“underwriter’s lock-up”). Additionally, the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration may require that Holder enter into an underwriting agreement in customary form with the Company that only a percentage of the shares of common stock underlying the Warrants owned by Holder be registered on such registration statement if in the opinion of such underwriter or underwriters selected the Company's offering would be materially adversely affected in the absence of such an agreement (“underwriter’s carve-out”). All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the Holder and the expense of any special audits incident to or required by any such Piggyback Registrationregistration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, Holder shall pay all underwriting discounts or commissions with respect to any securities sold by the Holder.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.04(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Company Common Stock for its own account (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall it will give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing dateeach Holder, which notice shall describe be held in strict confidence by such Holders and shall include the amount and type anticipated filing date of securities the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed to be included in such offering, the intended method(s) of distributionPiggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a). Such notice shall be given promptly (and in any event at least five Business Days before the name filing of the proposed managing underwriter Underwritten Offering Filing or underwriters, if any, two Business Days before the filing of the offering, and offer to the holders of Warrant Shares Underwritten Offering Filing in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5connection with a bought or overnight Underwritten Offering) business days after receipt of such notice (a “Piggyback RegistrationNotice”). The ; provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company in writing that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall cause be required (and such Warrant Shares Holders shall have no right to be included include Registrable Securities in such registration and bought or overnight Underwritten Offering). Each such Holder shall use its best efforts to cause then have three Business Days (or one Business Day in the managing underwriter or underwriters case of a proposed underwritten offering to permit bought or overnight Underwritten Offering) after the Warrant Shares requested to be included in a Piggyback Registration date on which the same terms and conditions as any similar securities of Holders received notice (the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.“

Piggyback Registration Rights. To the extent the The Company does not maintain an effective registration statement for the Warrant Shares covenants and in the further event that the Company files a registration statement agrees with the Commission covering Representative and any other or subsequent Warrant Holder(s) that if, at any time within the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) first anniversary of the Initial Exercise Effective Date and ending at the Close of Business on the day immediately preceding the seventh anniversary of the Effective Date, it proposes to register any class of security under the Act in a primary registration on behalf of the Company or in a secondary registration on behalf of holders of such securities and the registration form to be used may be used for registration of the Shares or other securities for which the Warrants become exercisable, the Company will give prompt written notice (which, in the case of a registration pursuant to the exercise of demand registration rights other than those provided in Section 12(a) of this Agreement, shall be within 10 business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 45 days prior to such filing) to each Warrant Holder (regardless of whether the Warrant Holder shall have theretofore availed himself or herself of the right provided in Section 12(a)) at the addresses appearing on the records of the Company of its intention to effect a registration. The Company will offer to include in such registration such number of Shares or other securities for which the Warrants are exercisable with respect to which the Company has received written requests for inclusion therein within 10 days after receipt of notice from the Company: provided that in the event that: (i) such registration is to be underwritten; (ii) such registration is a primary registration on behalf of the Company; and (iii) with the exception of the Shares or other securities for which the Warrants become exercisable, such registration is not a secondary registration on behalf of the holders of outstanding securities of the Company, the Company shall give written notice of such proposed filing not be required to include the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before or other securities for which the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included Warrants become exercisable in such registration and shall use its best efforts to cause the extent the managing underwriter or underwriters of underwriter(s) determines in good faith that such inclusion would materially adversely affect the offering being made by such registration. All registrations requested pursuant to this Section 12(b) are referred to herein as "Piggyback Registrations." This paragraph is not applicable to a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of registration statement filed by the Company and to permit the sale on Forms S-4 or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter S-8 or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationany successor forms.

Piggyback Registration Rights. To Securityholders shall have the right to piggyback on any Registration Statement (except with respect to Registration Statements on Form X-0, X-0 or another form not available for registering the shares for sale to the public), filed by the Corporation on behalf of the Corporation or any Securityholder (a “Piggyback Registration“). If at any time or times after the date hereof the Corporation shall seek to register capital stock of the Corporation for its own account or on the account of others, the Corporation will promptly give written notice thereof to all Securityholders that hold Registrable Securities. Each Securityholder will have 10 Business Days after receipt of any such notice to notify the Corporation as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration); provided that should a Securityholder fail to provide timely notice to the Corporation, such Securityholder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering. The Corporation shall use commercially reasonable efforts to include the requested Registrable Securities to be registered. However, to the extent the Company does not maintain an effective registration statement for managing underwriter determines in good faith that the Warrant Shares and number of Registrable Securities requested to be included in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8should be limited due to market conditions, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe then the amount and type of securities Registrable Securities to be included in such offering, Piggyback Registration shall equal the intended method(s) number of distributionRegistrable Securities which the Corporation and the Securityholders are advised is satisfactory by such underwriters, and then Registrable Securities to be registered for the name of the proposed managing underwriter or underwritersCorporation’s account, if any, shall first be included and thereafter Registrable Securities shall be allocated pro rata among such Securityholders (i) first to the Demand Rights Holders pro rata on the basis of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such aggregate number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares Registrable Securities which were requested to be included in such registration by each such Demand Rights Holder and shall use its best efforts (ii) then to cause each other Securityholder, pro rata among such Securityholders on the managing underwriter or underwriters basis of a proposed underwritten offering to permit the Warrant Shares number of Registrable Securities requested to be included in such registration by each such Securityholder. If the Corporation or the Demand Rights Holders for whose account such offering is being made shall determine in its (or their) sole discretion not to register or to delay the proposed offering, then the Corporation shall provide written notice of such determination to the Securityholders and (A) in the case of a Piggyback Registration on determination not to effect the proposed Switch & Data Facilities Company, Inc. Fifth Amended and Restated Investors Agreement offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith and (B) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Securities for the same terms and conditions period as any similar securities the delay in respect of the Company and proposed offering. The Corporation shall be entitled to permit select the sale or other disposition of such Warrant Shares underwriters in accordance connection with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such any Piggyback Registration.

Piggyback Registration Rights. To The Purchaser hereby agrees with the extent Holders that at any time after the Company does not maintain an effective Closing, if the Purchaser shall determine to proceed with the actual preparation and filing of a new registration statement for under the Warrant Shares and Securities Act in the further event that the Company files a registration statement connection with the Commission covering the proposed offer and sale of any of its shares securities by it or any of Common Stock its security holders (other than (a) a registration statement on Form S-4 F-4, F-8 or S-8, other limited purpose form or on another form, or in another context, in which such “piggyback” (b) any registration would be inappropriateunder Section 4.01 of this Agreement), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall Purchaser will give written notice of its determination to all Holders. Upon the written request from any Holders (the “Requesting Piggyback Holders”), within 10 days after their receipt of any such proposed filing to notice from the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offeringPurchaser, the intended method(s) of distributionPurchaser will, and the name except as herein provided, cause all of the proposed managing underwriter or underwriters, if any, of Purchaser Ordinary Shares covered by such request (the offering, and offer to “Requested Piggyback Shares”) held by the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Requesting Piggyback Registration”). The Company shall cause such Warrant Shares Holders to be included in such registration and shall use its best efforts statement, all to cause the managing underwriter or underwriters of a proposed underwritten offering extent requisite to permit the Warrant sale or other disposition by the prospective seller or sellers of the Requested Piggyback Shares. If any registration pursuant to this Section 4.02 shall be underwritten in whole or in part, the Purchaser may require that the Requested Piggyback Shares requested to be included in a Piggyback Registration the underwriting on the same terms and conditions as any similar the securities of otherwise being sold through the Company and to permit underwriters. In such event, the sale or other disposition of such Warrant Shares in accordance with Requesting Piggyback Holders shall, if requested by the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders. If in customary form the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Piggyback Shares would reduce the number of shares to be offered by the Purchaser or interfere with the underwriter successful marketing of the securities offered by the Purchaser, the number of shares of Requested Piggyback Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Piggyback Holders and all other holders of registration rights with respect to the Purchaser’s shares who have requested inclusion of their securities or underwriters selected excluded in their entirety if so required by the underwriter. Registration pursuant to this Section 4.02 shall not be deemed to be a demand registration as described in Section 4.01 above. The Purchaser ’s obligations under this Section 4.02 shall not apply to the shares held by a Holder after the earlier of (a) three (3) years from the date of this Agreement, (b) the date that such shares held by a Holder have been sold pursuant to Rule 144 or an effective registration statement, and (c) such time as such shares held by a Holder are eligible for such Piggyback Registrationimmediate resale pursuant to Rule 144.

Piggyback Registration Rights. To the extent the The Company does not maintain an effective registration statement for the Warrant Shares covenants and in the further event that the Company files a registration statement agrees with the Commission covering Underwriter and any other Holders or subsequent Holders of the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8Registrable Securities that if, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a at any time within the period commencing on the Initial Exercise Date one (1) year and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within ending five (5) business days years after receipt the Effective Date, it proposes to file a new registration statement with respect to the public sale of Common Stock for cash (other than in connection with an offering to the 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 notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares securities and the registration form to be included used may be used for registration of the Registrable Securities, the Company will give written notice at least thirty (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 such Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its intention to file a registration statement and shall will use its best efforts to cause include in such registration statement any of the managing underwriter Registrable Securities, subject to clauses (i) and (ii) of this paragraph (b), such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after 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's expense, except for the Holders' Expenses, which respective portion shall be paid by each Holder. If the securities or underwriters blue sky laws of a any jurisdiction in which the securities are proposed underwritten offering to permit the Warrant Shares requested to be included 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 a Piggyback Registration on good faith, that the same terms and conditions as any similar offering of such securities in such jurisdiction is necessary for the successful consummation of the Company and registered offering, then the Holder shall either agree to permit pay such Holder's portion of the sale registration expenses required by the securities or other disposition blue sky laws of such Warrant Shares jurisdiction or withdraw his request for inclusion of his Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationregistration.

Piggyback Registration Rights. To If at any time after the extent date hereof the Company does not maintain an effective registration statement for shall determine to register under the Warrant Shares and in the further event that Securities Act (including pursuant to a demand of any security holder of the Company files a exercising registration statement with the Commission covering the sale rights) any of its shares of Common Stock (other than a except pursuant to the registration statement on Form S-4 or S-8S-3 filed with the SEC on April 30, or on another form, or in another context, in which such “piggyback” registration would be inappropriate1999 (file No. 333-77443), thensecurities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for a period commencing registration on the Initial Exercise Date SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to each Lender and terminating on the second (2nd) anniversary to each of the Initial Exercise Date, the Company shall give Warrant Holder(s) written notice of such proposed determination at least thirty (30) days prior to each such filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwritersand, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five twenty (520) business days after receipt of such notice, any Warrant Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Shares (collectively referred to in this SECTION 6 as "REGISTRABLE SECURITIES") that such Warrant Holder requests to be registered, provided, however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Warrant Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Warrant Holder has requested inclusion hereunder and (ii) such Warrant Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this SECTION 6(A) shall be sold upon such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Warrant Holder disapproves of the terms of such underwriting, such Warrant Holder may elect to withdraw therefrom by written notice (a “Piggyback Registration”)to the Company and the underwriter. The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "COMPANY UNDERWRITER") to permit the Warrant Shares Holders who have requested to be included participate in a Piggyback Registration the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as any similar the securities of the Company included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the Warrant Holders that the total amount or kind of securities which they, the Company and any other Persons intend to permit include in such offering (the sale "TOTAL SECURITIES") is sufficiently large so as to prevent the Company from effecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of any members of management shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from effecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of the Warrant Holders and any other disposition Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter. Notwithstanding the provisions of this SECTION 6(A), the Company shall have the right, at any time after it shall have given written notice pursuant to this SECTION 6(A) (irrespective of whether a written request for inclusion of Registrable Securities shall have been made), to elect not to file any such proposed registration statement or to withdraw the same after the filing and prior to the effective date thereof whether or not any Warrant Shares Holder has elected to include securities in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationregistration.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale an Underwritten Offering of its shares of Common Stock (for its own account or for the account of any other Persons who have or have been granted registration rights, other than the Holders (a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenit will give written notice of such Piggyback Underwritten Offering to each Holder, for a period commencing on which notice shall include the Initial Exercise Date and terminating on the second (2nd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.4(a), each such Holder shall then have four Business Days (or two Business Days in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock Shares (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To the extent (i) Whenever the Company does not maintain an effective registration statement for proposes to register the Warrant Shares offer and in the further event that the Company files a registration statement with the Commission covering the sale of its any shares of its Common Stock under the 1933 Act (other than a registration (i) pursuant to a registration statement on Form S-4 S-8 (or S-8, other registration solely relating to an offering or on another form, sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement in another context, existence as of the date hereof) or (ii) in which such “piggyback” registration would be inappropriateconnection with any dividend or distribution reinvestment or similar plan), then, whether for a period commencing on its own account or for the Initial Exercise Date and terminating on the second (2nd) anniversary account of one or more stockholders of the Initial Exercise DateCompany (other than Buyer pursuant to this Agreement and Grand Decade Developments Limited, the Company shall give written notice of such proposed filing but only to the holders extent such registration is effectuated pursuant to the registration rights agreement dated as of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, date hereof between Grand Decade Developments Limited and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5Company) business days after receipt of such notice (a “Piggyback Registration”). The , the Company shall cause give prompt written notice (in any event at least 15 days prior to the filing of a Registration Statement) to Buyer of its intention to effect such Warrant Shares a registration, and such notice shall offer Buyer the opportunity to be included in such registration and by notifying the Company in writing within 10 days. Subject to the provisions of this Section 2(e), the Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares include in such registration all Registrable Securities requested by Buyer to be included in a therein. If any Piggyback Registration on pursuant to which Buyer has registered the same terms offer and conditions as any similar securities sale of Registrable Securities is conducted using a Shelf Registration Statement (a “Piggyback Shelf Registration Statement”), Buyer shall have the Company right, but not the obligation, to be notified of and to permit the sale or other disposition of such Warrant Shares participate in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for any offering under such Piggyback RegistrationShelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for a Company Underwritten Offering of shares of Company Common Stock for its own account (a “Company Underwritten Offering”), it will give written notice of such Company Underwritten Offering to each Holder, which notice shall be held in strict confidence by such Holders and shall include the Warrant Shares anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed to be included in such Company Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Company Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggyback Holders”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further event right to participate in such Company Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Company Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggyback Holders; provided, however, that if, at any time after giving written notice of a proposed Company Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DateCompany Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggyback Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Company Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Company Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To If the Company shall determine to register for sale for cash any of its securities, for its own account or for the account of others (other than the Consultant), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files securities owned or to be owned by such consultants could be registered on Form S-8) (ii) a registration statement with the Commission covering the sale of its shares of Common Stock (other than relating solely to a Securities Act Rule 145 transaction or a registration statement on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or S-8similar event, or (iii) in connection with any offering involving an underwriting of securities to be issued by the Company, the managing underwriter shall prohibit the inclusion of securities by selling holders in such registration statement or shall impose a limitation on another form, or the number of securities which may be included in another contextany 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 “piggyback” right and there is first excluded from such registration would statement all securities sought to be inappropriate)included therein by (A) any holder thereof not having any such contractual, thenincidental registration rights, for a period commencing on and (B) any holder thereof having contractual, incidental registration rights subordinate and junior to the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DateConsultant’s Registrable Securities, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Consultant’s Registrable Securities with respect to which such holder has requested inclusion hereunder. The Company shall promptly give to the Consultant written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but thereof (and in no event shall such notice be given less than ten (10) business calendar days before prior to the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distributionregistration statement), and the name shall include as a Piggyback Registration all of the proposed managing underwriter or underwriters, if any, of shares specified in a written request delivered by the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing Consultant thereof within five (5) business calendar days after receipt of such written notice (a “Piggyback Registration”)from the Company. The However, the Company shall cause may, without the consent of the Consultant, withdraw such Warrant Shares registration statement prior to it becoming effective if the Company or such other stockholders have elected to abandon the proposal to register the securities proposed to be included registered thereby. For the avoidance of doubt, all shares issuable to the Consultant as per this agreement will be registered in such registration and shall use the S-1 statement filed by the Company’s prior to its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationInitial Public Offering.

Piggyback Registration Rights. To the extent Other than in connection with a registration on Form S-8 or F-4, or any successor or similar form, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company does not maintain or in connection with a direct or indirect or indirect acquisition by the Company of another Person, if at any time following the IPO the Company, including if the Company qualifies as a Well-Known Seasoned Issuer, proposes to file (i) a prospectus supplement to an effective registration statement for the Warrant Shares and in the further event that the Company files Shelf Registration Statement (other than pursuant to a Takedown Request), or (ii) a registration statement with other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Commission covering Securities Act, in either case, for the sale of Ordinary Shares for its shares own account, or for the benefit of Common Stock (the holders of any of its securities other than the Shareholders, to an underwriter on a registration statement on Form S-4 or S-8, or on another form, firm commitment basis for reoffering to the public or in another contexta “bought deal” or “registered direct offering” with one or more investment banks (collectively, in which such a “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenthen as soon as practicable but not less than fourteen (14) days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Securities Act, for a period commencing on (b) any prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Initial Exercise Date and terminating on Securities Act (if no preliminary prospectus supplement is used) or (c) such Shelf Registration Statement, as the second (2nd) anniversary of the Initial Exercise Datecase may be, the Company shall give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount Shareholders and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback RegistrationNotice”) shall offer the Shareholders the opportunity to include in such Piggyback Underwritten Offering such number of Registrable Shares as each such Shareholder may request in writing. Each such Shareholder shall then have ten (10) days after receiving such notice to request in writing to the Company inclusion of Registrable Shares in the Piggyback Underwritten Offering (a “Piggyback Request”), except that such Shareholder shall have two (2) Business Days after such Shareholder receives such Piggyback Notice to request inclusion of Registrable Shares in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. The Upon receipt of any such request for inclusion from a Shareholder (a “Piggyback Requesting Shareholder”) received within the specified time period, the Company shall cause such Warrant Shares to be included in such registration and shall use its best commercially reasonable efforts to cause effect the managing underwriter or underwriters registration in any registration statement of a proposed underwritten offering to permit any of the Warrant Shareholders’ Registrable Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares set forth in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationthis Agreement.

Piggyback Registration Rights. To The Company covenants and agrees with the extent Placement Agent and any other Holders or subsequent Holders of the Company does not maintain an effective registration statement for Registrable Securities that if, at any time within the Warrant Shares period commencing one year and in ending five years after the further event that the Company files Closing Date, it proposes to file a registration statement or Offering Statement with the Commission covering the sale respect to any class of its shares of Common Stock 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 a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and the registration form or Offering Statement 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 on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing notification pursuant to the holders exercise of Warrant Shares as soon as practicable but demand registration rights other than those provided in no event less than Section 10(a) of this Agreement, shall be within ten (10) business days before after the anticipated filing dateCompany's receipt of notice of such exercise and, which notice in any event, shall describe be at least 30 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 10(a) of this Agreement) at the addresses appearing on the records of the Company of its intention to file a registration statement or Offering Statement and will offer to include in such registration statement or Offering Statement all but not less than 20% of the Registrable Securities and limited, in the case of a Regulation A offering, to the amount of the available exemption, subject to paragraphs (i) and type of securities to be included in such offering, the intended method(s(ii) of distributionthis paragraph (b), and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing Registrable Securities with respect to which the Company has received written requests for inclusion therein within five ten (510) business days after receipt the giving of such 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's expense. This paragraph is not applicable to a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of statement filed by the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter Commission on Forms S-4 or underwriters shall enter into an underwriting agreement in customary form with the underwriter S-8 or underwriters selected for such Piggyback Registrationany successor forms.

Piggyback Registration Rights. To the extent (a) If the Company does not maintain at any time proposes to effect an effective underwritten primary offering for its own benefit or for the benefit of any of its stockholders other than the Holders (in each case, a “Piggyback Underwritten Offering”) and the form of registration statement for to be used permits the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DateRegistrable Securities, the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than (i) five Business Days prior to the launch of such proposed filing to Piggyback Underwritten Offering or (ii) two Business Days in the holders case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datean Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall describe the amount and type of securities to be included in offer each such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice Holder the opportunity to register include any or all of its Registrable Securities in such registration statement, subject to the sale of such number of shares of Warrant Shares as such holders may request limitations contained in writing within five (5Section 2.6(b) business days after receipt of such notice (a “Piggyback Registration”)hereof. The Company shall cause such Warrant Shares Each Holder who desires to be have its or his Registrable Securities included in such registration and statement shall use its best efforts so advise the Company in writing (stating the number of shares desired to cause be registered) within three Business Days of the managing underwriter launch of such Piggyback Underwritten Offering (or underwriters one Business Day in the case of a proposed underwritten offering an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date of such notice from the Company. Any Holder shall have the right to permit withdraw such Xxxxxx’s request for inclusion of such Xxxxxx’s Registrable Securities in any registration statement pursuant to this Section 2.6(a) by giving written notice to the Warrant Shares Company of such withdrawal at any time prior to the execution of an underwriting agreement with respect of such Piggyback Underwritten Offering. Subject to Section 2.6(b) below, the Company shall include in such registration statement all such Registrable Securities so requested to be included in a Piggyback Registration on therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same terms and conditions as any similar securities of the Company and to permit the sale time withdraw or other disposition of such Warrant Shares in accordance cease proceeding with the intended method(s) registration of distribution thereofall other equity securities originally proposed to be registered. All holders For the avoidance of Warrant Shares proposing doubt, any registration or offering pursuant to distribute their securities through a Piggyback Registration that involves this Section 2.6 shall not be considered an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected Underwritten Shelf Takedown for such Piggyback Registrationpurposes of Section 2.1 of this Agreement.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files (a) If at any time Parent proposes to file a registration statement under the Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the Commission covering the sale account of its shares stockholders of Common Stock (Parent on a form that would permit registration of Registrable Securities, other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Stockholders, (iii) for an offering of debt that is convertible into equity securities of Parent, (iv) for a dividend reinvestment plan or (v) on Form S-4 or S-8S-4, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company then Parent shall give written notice of such proposed filing to all of the holders of Warrant Shares Stockholders as soon as practicable but in no event not less than ten (10) business days before the anticipated filing datedate of such registration statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the in such offering, and (B) offer to all of the holders of Warrant Shares in such notice Stockholders the opportunity to register the sale of such number of shares of Warrant Shares Registrable Securities as such holders Stockholders may request in writing within five (5) business days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by Parent) (such Registration a “Piggyback Registration”). The Company shall cause such Warrant Shares to Registration”); provided, however, that if Parent has been advised by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Stockholders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (A) if no Registrable Securities can be included in such registration and shall use its best efforts to cause the Underwritten Offering in the opinion of the managing underwriter Underwriter(s), Parent shall not be required to offer such opportunity to the Stockholders or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to (B) if any Registrable Securities can be included in a Piggyback Registration the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Stockholders shall be determined based on the same terms and conditions as any similar securities provisions of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationthis Section 3.03.

Piggyback Registration Rights. To the extent If the Company does not maintain an effective registration statement at any time from the date of the issuance of the Option through the Expiration Date, proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the Warrant Shares account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and in any successor forxx xxxxxxo), each such time it will give written notice to such effect to the further event that Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company files a registration statement with within 20 days after the Commission covering giving of any such notice by the sale Company to register any of its shares of Common Stock, the Company will cause the shares of Common Stock (other than a as to which registration statement on Form S-4 or S-8, or on another form, or shall have been so requested to be Included in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offeringcovered by the registration statement proposed to be filed by the Company, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer all to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and extent required to permit the sale or other disposition by the Optionee of such Warrant Shares shares of Common Stock so registered. Notwithstanding the foregoing, in accordance with the intended method(s) event that any registration pursuant to this Section 7 shall be, in whole or in part, an underwritten public offering of distribution thereof. All holders Common Stock, the number of Warrant Shares proposing shares of Common Stock to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into be included in such an underwriting agreement may be reduced (pro rata among the requesting Optionees) and the other selling stockholders (based upon the number of shares of Common Stock requested to be registered by them) if and to the extent that the managing underwriter shall be of the good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of shares of Common Stock shall not be reduced if any shares of Common Stock are to be included in customary form with such underwriting for the underwriter account of any person other than the Company or underwriters selected requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration statement for the resale of the shares underlying this Option not included in such Piggyback Registrationunderwritten offering within ninety (90) days of the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 7 without thereby incurring any liability to the Optionees of shares of Common Stock.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective registration statement for shall determine to register under the Warrant Shares and in the further event that Securities Act (including pursuant to a demand of any security holder of the Company files a exercising registration statement with the Commission covering the sale rights) any of its shares of Common Stock (other than a except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for registration statement on SEC Form S-4 S-8 or S-8, or shares to be registered on another form, or in another context, in which such “piggyback” any registration would be inappropriateform that does not permit secondary sales), then, for a period commencing on the Initial Exercise Date it shall send to Siena and terminating on the second (2nd) anniversary to each of the Initial Exercise Date, the Company shall give Holder(s) written notice of such proposed determination at least thirty (30) days prior to each such filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwritersand, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five twenty (520) business days after receipt of such notice, any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Securities (collectively referred to in this ARTICLE VI as "REGISTRABLE SECURITIES") that such Holder requests to be registered, provided, however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Holder has requested inclusion hereunder and (ii) such Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this SECTION 6.01 shall be sold upon such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice (a “Piggyback Registration”)to the Company and the underwriter. The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "COMPANY UNDERWRITER") to permit the Warrant Shares Holders who have requested to be included participate in a Piggyback Registration the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as any similar the securities of the Company included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the Holders that the total amount or kind of securities which they, the Company and any other Persons intend to permit include in such offering (the sale "TOTAL SECURITIES") is sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of any members of management shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of the Holders and any other disposition Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter. Notwithstanding the provisions of this SECTION 6.01, the Company shall have the right, at any time after it shall have given written notice pursuant to this SECTION 6.01 (irrespective of whether a written request for inclusion of Registrable Securities shall have been made), to elect not to file any such Warrant Shares in accordance with proposed registration statement or to withdraw the intended method(s) of distribution same after the filing and prior to the effective date thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for a Company Underwritten Offering of shares of Company Common Stock for its own account (a “Company Underwritten Offering”), it will give written notice of such Company Underwritten Offering to each Blackstone Holder, which notice shall be held in strict confidence by such Blackstone Holders and shall include the Warrant Shares anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed to be included in such Company Underwritten Offering, and of such Blackstone Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). Each such Blackstone Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Blackstone Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Company Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Blackstone Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Blackstone Holder making such request, a “Piggyback Blackstone Holders”). If no request for inclusion from a Blackstone Holder is received within such period, such Blackstone Holder shall have no further event right to participate in such Company Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Company Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggyback Blackstone Holders; provided, however, that if, at any time after giving written notice of a proposed Company Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DateCompany Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggyback Blackstone Holders (which such Blackstone Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Company Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Company Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To If, at any time after the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Original Issue Date, the Company shall give determine to prepare and file with the Commission a 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 stock option or other employee benefit plans, the Company shall send to each Holder a written notice of such proposed filing to determination and if, within 15 calendar days after the holders date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Conversion Shares and Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities that such Holder requests to be included registered; provided, however, that the Company shall not be required to register any Conversion Shares or Warrant Shares pursuant to this Section 11 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in such the event that the offering is a firm-commitment underwritten offering, the intended method(s) Company may exclude the Conversion Shares and /or Warrant Shares if so requested in writing by the lead underwriter of distributionsuch offering. If less than all of the Conversion Shares and/or Warrant Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included, and as to each such Holder, among the name Conversion Shares and Warrant shares as elected by such Hxxxxx. In the case of the proposed managing underwriter or underwriters, if any, of the inclusion in a firm-commitment underwritten offering, and offer to the holders of Holders must sell their Conversion Shares and/or Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities set by the underwriters for shares of Common Stock to be sold for the account of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereofCompany. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.********************* (Signature Page Follows)

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for an Underwritten Offering of shares of Class A Common Stock for its own account or for the Warrant Shares account of any other Persons who have or have been granted registration rights (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder that, together with such Holder’s Affiliates, holds at least the Minimum Number of Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Class A Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.4(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further event right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DatePiggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five Piggyback Underwritten Offering (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Class A Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationhave been granted registration rights, as applicable.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the shares of Class A Common Stock underlying the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Class A Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) fifth anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares Holder in such notice the opportunity to register the sale of such number of shares of Class A Common Stock underlying the Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such shares of Class A Common Stock underlying the Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the shares of Class A Common Stock underlying the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such shares of Class A Common Stock underlying the Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

Piggyback Registration Rights. To the extent Whenever the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of proposes to register any Common Stock (for its own or others’ account under the Securities Act other than a registration statement on Form S-4 relating to employee benefit plans or S-8, or on another form, or in another context, in a transaction to which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary Rule 145 of the Initial Exercise DateCommission applies, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but promptly (and in no event less than ten (10) business 20 days before the anticipated filing date) give each holder of Registrable Securities and Management Stock (the “Piggyback Holders”) written notice of its intent to do so, which and such notice shall describe set forth the amount and type material terms of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice Piggyback Holders the opportunity to register the sale of such number of shares of Warrant Shares Registrable Securities or Management Stock as each such holders may Piggyback Holder shall request in writing within five (5) business days after receipt of such notice (a the “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to permit each of the Warrant Shares Piggyback Holders who have requested in writing within 20 days of the date the notice is provided to be included participate in a the Piggyback Registration to include such Piggyback Holder’s Registrable Securities or Management Stock in such offering on the same terms and conditions as any similar the securities of the Company included therein. In connection with any Piggyback Registration under this Section 2.2 involving an underwritten offering, the Company shall not be required to include any Registrable Securities or Management Stock in such underwritten offering unless the Piggyback Holders electing to participate in the Piggyback Registration accept the terms of the underwritten offering as agreed upon among the Company Underwriter, the Company and the stockholders of the Company, if any (other than the Piggyback Holders), participating in the registration, 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 advises the Company in writing that the registration of all or part of the Registrable Securities and Management Stock which the Piggyback Holders have requested to permit be included would be seriously detrimental to the sale or other disposition success of such Warrant Shares offering, then the Company may reduce the amount of securities to be included in accordance with such registration, first as to the intended method(s) of distribution thereof. All Piggyback Holders who are holders of Warrant Shares proposing to distribute their securities through Management Stock as a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with group, pro rata based on the underwriter or underwriters selected for number of shares of Management Stock owned by each such Piggyback RegistrationHolder as compared to the number of shares of Management Stock owned by all Piggyback Holders, and second as to the other holders of Registrable Securities as a group, pro rata based on the number of Registrable Securities owned by each such Piggyback Holder as compared to the number of Registrable Securities owned by all such Piggyback Holders. In the event of any such limitation, shares of persons not having registration rights under this Section 2.2 will not be included in the registration unless all Registrable Securities and Management Stock requested to be included in the registration have been included. In addition, in no event shall any such limitation with respect to Registrable Securities exceed 30% of the Registrable Securities proposed to be included in a registration other than in connection with an IPO, in which case such limitation shall be in any amount that the managing underwriter shall determine. No agreement of the Company shall permit any person other than the Company or holders of Registrable Securities or Management Stock to participate in any registration under this Section 2.2 except on the basis that any offering limitation either applies only to such other persons or is apportioned according to the number of shares of Common Stock (including Registrable Securities and Management Stock) held by each participant.

Piggyback Registration Rights. To 2.1 If the extent Investor exercises any portion of the Company does not maintain an effective registration statement for Warrant, and thereafter the Warrant Shares and in the further event that the Company files Corporation proposes to file a registration statement under the Securities Act with the Commission covering the sale respect to an offering for its own account of any class of its shares of Common Stock equity securities (other than a registration statement on Form S-4 S-8 (or S-8any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or on another form, any successor provision) under the Securities Act applies or in another context, in which such “piggyback” registration would be inappropriatean offering of securities solely to the Corporation’s existing shareholders), then, for a period commencing on then the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company Corporation shall in each case give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable (but in no event less later than ten (1020 business days) business days before the anticipated filing date, which and such notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice each Holder the opportunity to register the sale of such number of shares of Warrant Shares Restricted Stock as such holders Holder may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”)request. The Company shall cause such Warrant Shares Each Holder desiring to be have Restricted Stock included in such registration and statement shall so advise the Corporation in writing within 10 business days after the date on which the Corporation’s notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. If the Corporation’s offering is to be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Holders of the Restricted Stock requested to be included in a Piggyback Registration the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company Corporation included therein. The right of each Holder to registration pursuant to this Section 4 in connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder’s participation as a seller in such underwritten offering and to permit the sale or other disposition its execution of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other persons or entities intend to include in such offering or (b) the size of the offering that the Corporation, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter’s opinion, the number of shares of Restricted Stock to be registered and offered for the accounts of Holders shall be reduced pro rata on the basis of the number of securities requested by such Piggyback RegistrationHolders to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the reasonable judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such registration and offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Corporation, be transferred in a public distribution prior to the earlier of ninety (90) days (or such other shorter period of time as the managing underwriter may require) after the effective date of the registration statement or ninety (90) days after the date the Holders of such Restricted Stock are notified of such exclusion.

Piggyback Registration Rights. To the extent 8.1 If the Company does not maintain an effective registration statement for determines to proceed with the Warrant Shares preparation and in filing with the further event that the Company files SEC of a registration statement with (the Commission covering "Registration Statement") relating to an offering for its own account or the sale account of others under the 1933 Act of any of its shares of Common Stock (common shares, other than a registration statement on Form S-4 or S-8, Form S-8 (each as promulgated under the 0000 Xxx) or on another form, its then equivalents relating to equity securities issuable in connection with stock option or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Dateother employee benefit plans, the Company shall send to the Subscriber written notice of such determination and, if within thirty (30) days after receipt of such notice, the Subscriber shall so request in writing, the Company will cause the registration under the 1933 Act of the Conversion Shares and or the Warrant Shares (the "Registrable Securities"), provided that if at any time after giving written notice of its intention to register any of its common shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such common shares, the Company may, at its election, give written notice of such proposed filing determination to the holders Subscriber and, thereupon, (i) in the case of Warrant a determination not to register, shall be relieved of its obligation to register the Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other common shares. The Company shall include in such registration statement all or any part of the Registrable Securities provided however that the Company shall not be required to register any Shares as soon as practicable but that are eligible for sale pursuant to Rule 144(k) of the 1933 Act. Notwithstanding any other provision in no event less than ten (10) business days before this Section 8, if the anticipated filing dateCompany receives a comment from the SEC which effectively results in the Company having to reduce the number of Registrable Securities included on such Registration Statement, which notice shall describe then the amount and type Company may, in its sole discretion, reduce on a pro rata basis the number of securities Registrable Securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationStatement.

Piggyback Registration Rights. To the extent (a) If the Company does not maintain proposes at any time or from time to time to sell shares of any Common Stock for its own account or the account of any other Person in an effective registration statement for the Warrant Shares and in the further event that the Company files underwritten public offering pursuant to a registration statement with under the Commission covering Securities Act, the sale Company shall give written notice to the Holder, as soon as practicable but in no event fewer than fifteen (15) days before the anticipated filing of its shares of Common Stock a registration statement (a “Piggyback Registration Statement”) related to such underwritten public offering (other than a registration statement on Form S-4 or S-8, Form S-8 under the Securities Act or on another form, or in another context, in which such “piggyback” registration would be inappropriateany successor forms thereto), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing underwritten public offering to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing dateHolder, which and such notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice Holder the opportunity to register the sale of include in such underwritten public offering such number of shares of Warrant Shares as such holders Holder may request request. At any time during the period in writing which the Warrants are exercisable, within five ten (510) business days after receipt of such notice (a “Piggyback Registration”)notice, the Holder shall have the right by notifying the Company in writing to require the Company to include in the registration statement relating to such underwritten public offering such number of Warrant Shares as such Holder may request. The Company shall cause such Warrant Shares to be included in such registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed such underwritten public offering to permit the Warrant Shares requested to be included in a Piggyback Registration Statement to be included on the same terms and conditions as any similar securities of the Company Common Stock or any other security included therein and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) method of distribution thereof. All holders The Holder shall have the right to withdraw its request for inclusion of its Warrant Shares proposing in any such registration statement pursuant to distribute their securities through this Section 3 by giving written notice to the Company of its request to withdraw prior to the time that the Company has printed for public distribution a Piggyback Registration preliminary prospectus with respect to such registration statement, provided, however, that involves an underwriter or underwriters a Withdrawal Election shall enter into an underwriting agreement be irrevocable and, after making a Withdrawal Election (as defined below), the Holder shall no longer have any right to include Warrant Shares in customary form with the underwriter or underwriters selected for registration as to which such Piggyback RegistrationWithdrawal Election was made.

Piggyback Registration Rights. To (a) In addition to the extent demand right of registration described in Section 7 hereof, the Purchaser shall have the right to include the Registrable Securities as part of any other registration of securities filed by the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with under Securities Act (including, but not limited to, registration statements relating to secondary offerings of securities of the Commission covering the sale of its shares of Common Stock Company but excluding any registration statements (other than a registration statement i) on Form S-4 or S-8S-8 (or any successor or substantially similar form), or on another formof any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or in another contexta dividend reinvestment plan, in which such “piggyback” (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested required to be included in a Piggyback Registration on registration statement covering the same terms and conditions as any similar securities resale of the Registrable Securities). In the event the Purchaser desires to include in any such registration statement all or any part of the Registrable Securities held by the Purchaser, the Purchaser shall within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Registrable Securities that the Purchaser wishes to include in such registration statement. If the Purchaser decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, and Rule 144 under the Securities Act remains unavailable for the resale of such Registrable Securities, the Purchaser shall continue to permit have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company until the Purchasers have sold all of the Registrable Securities held by them. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8 hereof, but the Purchasers shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Purchasers to represent them in connection with the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationRegistrable Securities.

Piggyback Registration Rights. To If, at any time during the extent two-year period commencing with the Company does not maintain an effective registration statement for issuance of this Note, the Warrant Shares and in the further event that the Company files Payor proposes or is required to file a registration statement with the Commission covering the sale of its registering any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than a registration statement on Form S-4 or Form S-8, or on another form, such other forms as the U.S. Securities and Exchange Commission may hereafter promulgate for registration of securities in transactions for which Form S-4 or in another context, in which such “piggyback” registration would Form S-8 may be inappropriateused as of the date hereof), then, whether or not for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Dateits own account, the Company Payor shall give at least 20 days prior written notice of such proposed filing to the holders Payee of Warrant Shares as soon as practicable but in no event less than ten (10) business days before its intention to do so. Upon written request by the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing Payee within five (5) business 10 days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and notice, the Payor shall use its best commercially reasonable efforts to cause include in the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested securities to be included registered by such registration statement all shares of Common Stock issued or issuable upon conversion of this Note (which registration right with respect to such conversion shares shall be in a Piggyback Registration on addition to any registration rights with respect to any shares underlying that certain Warrant, dated as of the same date hereof, issued by the Payor to the Payee in connection with Xxxxx’s participation in the Bridge Offering) that the Payee indicates in such notice that the Payee desires to sell, subject to the following terms and conditions as any similar securities of conditions: (i) if such registration statement is for a prospective underwritten offering, the Company and Payee shall agree to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s(a) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement agreement, if required, in customary form with the underwriter or underwriters selected by the Company, and (b) sell the Payee’s securities, if the Company so requests, on the same basis and upon the same terms as the other securities covered by such registration statement, other than securities proposed to be registered by the holders of the Preferred Stock (as defined below), and provided that if the number of shares requested by the Payee to be registered in such offering exceeds the amount of shares which the underwriters reasonably believe is compatible with the success of such underwritten offering, the Company shall only be required to include in such offering that number of shares requested to be registered by the Payee as the underwriters believe will not jeopardize the success of such offering, provided, however that any such decrease in the number of shares sought to be registered by the Payee shall occur on a pari passu basis with the other shares being registered, other than any shares proposed to be registered by the holders of the Preferred Stock; (ii) if the number of shares the Payor is able to register is limited due to Rule 415 or other SEC shelf registration rules, Payor shall only be required to register the shares Payee elects to convert on a pari passu basis with the other shares being registered, other than any shares proposed to be registered by the holders of the Preferred Stock; and (iii) the Payor may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the Payee or any other Payee. The Payor shall have exclusive control over the preparation and filing of any registration statement proposed to be filed under this Section 12 as well as any amendments and supplements thereto and the withdrawal or revocation thereof. The Payor’s obligations pursuant to this Section 12 are subject to the Payee’s cooperation with respect to any such proposed registration, including but not limited to the provision of such information as may reasonably be requested by the Payor, the underwriter(s) or any other authorized parties and the execution and delivery of such agreements (including indemnification and contribution agreements), instruments and documents as may be reasonably requested thereby, and the Payee’s compliance with all applicable laws. The Payor shall pay all reasonable expenses incurred in connection with the registration contemplated hereby, including without limitation registration and filing fees, printing expenses, and fees and expenses of counsel for the Payor. Notwithstanding the foregoing, underwriting discounts and commissions and transfer taxes relating to the Payee’s registered securities included in any registration hereunder, and all fees and expenses for counsel to the Payee, shall be borne and paid by the Payee. The registration rights and other rights granted in this Section 12 are not assignable, in whole or in part, without the prior written consent of the Payor. Notwithstanding anything to the contrary set forth herein, the Payee hereby expressly agrees and acknowledges that any registration rights of the Payee hereunder are subordinate to those of the holders of the Company’s 10% (PIK) Series A Preferred Stock and the Company’s 10% (PIK) Series B Preferred Stock (together, the “Preferred Stock”) and warrants issued to such Piggyback Registrationholders in connection with the purchase and sale of the Preferred Stock.

Piggyback Registration Rights. To (i) In the extent event that the Company, including if the Company does not maintain qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an effective shelf registration statement (a “Shelf Registration Statement”), or (ii) a registration statement, other than a shelf registration statement for a delayed or continuous offering pursuant to Rule 415 under the Warrant Shares and Securities Act, in the further event that the Company files a registration statement with the Commission covering either case, for the sale of its shares of New Common Stock (for its own account, or for the benefit of the holders of any of its securities other than the Holders, to an underwriter on a registration statement on Form S-4 or S-8, or on another form, firm commitment basis for reoffering to the public or in another contexta “bought deal” or “registered direct offering” with one or more investment banks (collectively, in which such a “piggyback” registration would be inappropriatePiggyback Takedown”), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall at each such time give prompt written notice of such proposed filing (the “Piggyback Notice”) to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name each Holder of the proposed managing underwriter or underwriters, if any, Registrable Securities of its intention to effect such Piggyback Takedown. Upon the offering, and offer to the holders written request of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing any Holder made within five (5) business days 5 Business Days after receipt of the Piggyback Notice by such notice Holder (a “Piggyback Registration”which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition of such Registrable Securities). The , subject to the other provisions of this Agreement, the Company shall cause include in such Warrant Shares Piggyback Takedown all Registrable Securities (of the same class of New Common Stock as is proposed to be included registered in the Piggyback Takedown) which the Company has been so requested to register; provided that the Company shall only be required to effect such registration and shall use its best efforts with respect to cause any Holder if the managing underwriter or underwriters of Demand Holder has made a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities written request of the Company and to permit the sale or other disposition effect a registration of such Warrant Shares Registrable Securities in accordance with this sentence. Notwithstanding anything to the intended method(scontrary contained in this Section 1(g), the Company shall not be required to proceed with any Piggyback Takedown incidental to the registration of any of its securities on Forms S-4 or S-8 (or any similar or successor form providing for the registration of securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans) or any other form that would not be available for registration of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationRegistrable Securities.

Piggyback Registration Rights. To the extent If the Company does proposes to register any of its securities under the Securities Act other than (a) under employee compensation or benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (c) securities to be issued in a transaction described in Rule 145(a) promulgated under the Securities Act, whether or not maintain an effective for sale for its own account, and the registration statement form to be used may be used for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DateRegistrable Securities, the Company shall will give prompt written notice to Holders of Registrable Securities of its intention to effect such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount a registration and type of securities to be included will include in such offering, registration all Registrable Securities with respect to which the intended method(s) of distribution, and Company has received written requests for inclusion therein within 15 days after the name receipt of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such Company's notice (a “"Piggyback Registration”"). The Company shall cause such Warrant Shares to be included in such registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Registrable Securities requested to be included in a Piggyback Registration the registration statement (or registration statements) for such offering to be included therein on the same terms and conditions as any similar securities of the Company and to permit included therein. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities which shall be included in such registration shall be reduced pro rata (on the basis of the estimated proceeds from the sale or other disposition thereof) to such number, if any, as in the reasonable opinion of the managing underwriters of such Warrant Shares offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by the Company in accordance with such offering; provided however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the intended method(sCompany, the securities to be included in the registration statement (or registration statements) for any Person other than the Holders, the Bargo Holders (if the Xxxxx Holders have exexxxxxd their rights under Section 3 of distribution thereof. All the Bargo Agreement) and txx Xxmpany shall be first reduced prior to any such pro rata reduction and (ii) if such Piggyback Registration is incident to a secondary registration on behalf of holders of Warrant Shares proposing securities of the Company, the securities to distribute be included in the registration statement (or registration statements) for any Person not exercising "demand" registration rights other than the Holders and the Bargo Holders (if the Xxxxx Holders have exxxxxxed their rights under Section 3 of the Bargo Agreement) shall xx xirst reduced prior to any such pro rata reduction; provided, further, that if (1) the Holders have made a request under this Section 3 and the Bargo Holders have maxx x request under Section 3 of the Bargo Agreement and (2) xxx of the Registrable Securities of the Holders and all of the Bargo Securities of thx Xxrgo Holders cannot bx xxxluded in the registration statement(s) under the terms of such sections, the total number of Registrable Securities of the Holders and the Bargo Securities of thx Xxxgo Holders which shxxx xe included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities through a Piggyback Registration that involves an underwriter or underwriters proposed to be offered by the Company in such offering. Subject to any applicable underwriting agreement, any Holder of Registrable Securities may withdraw at any time any Registrable Securities registered under this Section 3. No registration effected under this Section 3 shall enter into an underwriting agreement in customary form with relieve the underwriter or underwriters selected for such Piggyback RegistrationCompany of its obligation to effect any registration upon request under Section 2.

Piggyback Registration Rights. To During the extent period commencing on the Company does not maintain an effective issuance of any shares of Preferred Stock to the Payee and ending on the second anniversary thereof (the "Registration Period"), the Payor shall advise the Payee by written notice at least 30 days prior to the filing of any new registration statement or post-effective amendment thereto under the Securities Act of 1933, as amended (the "Act") covering any securities of the Payor, for its own account or for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale account of its shares of Common Stock others (other than a registration statement on Form S-4 or S-8, S-8 or on another form, or in another context, in which such “piggyback” registration would be inappropriateany successor forms thereto), thenand will include in any such post-effective amendment or registration statement, for such information as may be required to permit a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary public offering of the Initial Exercise Date, the Company shall give written notice shares of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount Preferred Stock and type of securities to be included in such offering, the intended method(s) of distribution, and the name all or any of the proposed managing underwriter or underwriters, if any, common stock then issuable under the terms of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of then outstanding shares of Warrant Shares Preferred Stock (the "Registrable Securities"). The Payor shall supply prospectuses and such other documents as such holders the Payee may request in writing within five (5) business days after receipt order to facilitate the public sale or other disposition of the Registrable Securities, use its best efforts to register and qualify any of the Registrable Securities for sale in such notice (states as the Payee designates provided that the Payor shall not be required to qualify as a “Piggyback Registration”)foreign corporation or a dealer in securities or execute a general consent to service of process in any Exhibit A jurisdiction in any action and do any and all other acts and things which may be reasonably necessary or desirable to enable the Payee to consummate the public sale or other disposition of the Registrable Securities. The Company shall cause such Warrant Shares to be included in such registration and Payor shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Registrable Securities requested to be included in a Piggyback Registration the registration to include such securities in such underwritten offering on the same terms and conditions as any similar securities of the Company and to permit Payor included therein. Notwithstanding the sale or other disposition of such Warrant Shares in accordance with foregoing, if the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an managing underwriter or underwriters of such offering advises the Payee that the total amount of securities which it intends to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the Payee shall enter into an underwriting agreement be eliminated, reduced, or limited to the extent necessary to reduce the total amount of securities to be included in customary form with such offering to the amount, if any, recommended by such managing underwriter or underwriters selected underwriters. The Payee will pay its own legal fees and expenses and any underwriting discounts and commissions on the securities sold by the Payee but shall not be responsible for any other expenses of such Piggyback Registrationregistration.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares Any Lender, and in the further event that case of the Company files Reverse Merger, any Lender who participates in a Reverse Merger Financing in accordance with Section 8 below, shall be entitled to the following registration rights for so long as any of the Notes are outstanding, subject to the conditions set forth below: If at any time after the date hereof the Company, or after the closing of a Reverse Merger Financing, the Public Company, shall determine to file with the Commission a registration statement with under the Commission covering Securities Act relating to an offering for its own account or the sale account of others of any of its shares of Common Stock equity securities (other than a registration statement on Form S-4 or S-8Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, or on another form, or in another context, in which such “piggyback” registration would be inappropriateemployee benefit plans), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company or the Public Company, as the case may be, shall give send to each Lender who is entitled to registration, written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event determination not less than twenty (20) days prior to filing such registration statement, and, if within ten (10) business days before after the anticipated filing datemailing date of such notice, such Lender shall so request in writing, the Company or the Public Company shall include in such registration statement all or any part of the Shares of the Public Company received or to be received by such Lender upon conversion of the Notes that such Lender requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company or the Public Company the managing underwriter(s) thereof shall impose a limitation on the number of such Shares which notice may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company or the Public Company shall describe be obligated to include in such registration statement only such limited portion of the amount and type Shares with respect to which such Lender has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Shares shall be made pro rata among the Lender seeking to include Shares in proportion to the number of securities sought to be included by such additional investors; provided, however, that the Company or the Public Company shall not exclude any Shares unless the Company or Public Company has first excluded all outstanding securities, the purchaser of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Shares; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Shares shall be made pro rata with the purchaser of other securities having the right to include such securities in the registration statement other than purchaser of securities entitled to inclusion of their securities in such registration statement by reason of demand registration rights. If an offering in connection with which a Lender is entitled to registration is an underwritten offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant then each Lender whose Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be are included in such registration statement shall, unless otherwise agreed by the Company or Public Company, offer and shall use its best efforts to cause sell such Shares in an underwritten offering using the managing same underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration and on the same terms and conditions as other shares of Common Stock included in such underwritten offering. In the event the Company or the Public Company is advised by the staff of the Commission, or any similar applicable self-regulatory or state securities agency, that the inclusion of the Shares will prevent, preclude or materially delay the effectiveness of a registration statement filed, the Company and the Public Company, in good faith, may amend such registration statement to permit exclude the sale Shares without otherwise affecting the Lender’s rights to any other registration statement. Any costs associated with registration of the Shares shall be paid by the Company or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationPublic Company.

Piggyback Registration Rights. To If, at any time following the extent Effective Time, the Investor Beneficially Owns any Registrable Shares and the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that intends to register any shares of the Company files Common Stock under the Securities Act by filing a registration statement with the Commission covering the sale or prospectus supplement on a form and in a manner that would permit registration of its such shares of the Company Common Stock for sale to the public under the Securities Act (other than a any registration statement of shares of the Company Common Stock on Form S-4 or S-8, S-8 or on another form, any similar forms or in another context, in which such “piggyback” registration would be inappropriateany successor forms thereto), then, for then the Company shall provide a written notice (the “Piggyback Notice”) to the Investor of such intention at least five (5) Business Days (provided that if the Company determines that a shorter notice period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary is required to avail itself of the Initial Exercise Datefavorable market conditions, the Company shall give written notice provide the Investor with no less than two (2) Business Days’ notice) prior to any filing of such registration statement or prospectus supplement, as applicable, which Piggyback Notice shall offer the Investor an opportunity to include in such registration statement all or a portion of the Registrable Shares Beneficially Owned by the Investor on the terms and conditions (including any underwriting lock-ups and other restrictions) of the proposed filing offering. The Investor shall, to the holders extent it is so permitted under the terms of Warrant the Agreement, have a reasonable period under the circumstances (that shall be determined in good faith by the Company, based on market conditions) after delivery of the Piggyback Notice to notify the Company in writing that the Investor agrees to the terms and conditions of the proposed offering and elects to include all or a portion of the Registrable Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, specifying the intended method(s) of distribution, and the name amount of the proposed managing underwriter or underwritersRegistrable Shares to be included. Notwithstanding anything to the contrary contained in this paragraph (d), if any, (i) the Investor shall not be entitled to elect to include any Registrable Shares in the Company’s offering pursuant to this paragraph (d) until it furnishes the information required by paragraph (f) and unless it is permitted to Transfer under Section 4.1 of the Agreement the Registrable Shares which the Investor requests to include in the Company’s offering, and offer (ii) the Company shall have the right to terminate or withdraw any registration initiated by it prior to the holders effectiveness of Warrant such registration whether or not the Investor has elected to include all or a portion of the Registrable Shares in such notice registration, and (iii) if the opportunity registration contemplated by the Piggyback Notice is an underwritten registration, and to register the sale of such extent the managing underwriters thereof in good faith advise the Company that in their opinion the number of shares of Warrant Registrable Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares elected to be included in such registration and shall use its best efforts to would cause the managing underwriter or underwriters aggregate number of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities shares of the Company and Common Stock to permit be offered to be greater than that which can be sold in an orderly manner in such offering within a price range acceptable to the sale or other disposition of Company, then the Company shall not be required to include in such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for offering such Piggyback RegistrationRegistrable Shares.

Piggyback Registration Rights. To If the Company shall determine to register for sale for cash any of its securities, for its own account or for the account of others (other than the Consultant), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the Company does not maintain securities owned or to be owned by such consultants could be registered on Form S-8) (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Fonn S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, or (iii) in connection with any offering involving an effective underwriting of securities to be issued by the Company, the managing underwriter shall prohibit the inclusion of securities by selling holders in such registration statement for or shall impose a limitation on the Warrant Shares number of securities 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 further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement on Form S-4 or S-8all securities sought to be included therein by (A) any holder thereof not having any such contractual, or on another formincidental registration rights, or in another contextand (B) any holder thereof having contractual, in which such “piggyback” incidental registration would be inappropriate), then, for a period commencing on rights subordinate and junior to the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DateConsultant's Registrable Securities, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Consultant's Registrable Securities with respect to which such holder has requested inclusion hereunder. The Company shall promptly give to the Consultant written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but thereof (and in no event shall such notice be given less than ten (10) business calendar days before prior to the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distributionregistration statement), and the name shall include as a Piggyback Registration all of the proposed managing underwriter or underwriters, if any, of shares specified in a written request delivered by the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing Consultant thereof within five (5) business calendar days after receipt of such written notice (a “Piggyback Registration”)from the Company. The However, the Company shall cause may, without the consent of the Consultant, withdraw such Warrant Shares registration statement prior to it becoming effective if the Company or such other stockholders have elected to abandon the proposal to register the securities proposed to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationregistered thereby.

Piggyback Registration Rights. To the extent If the Company does proposes to register any of its securities under the Securities Act other than (a) under employee compensation or benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (c) securities to be issued in a transaction described in Rule 145(a) promulgated under the Securities Act, whether or not maintain an effective for sale for its own account, and the registration statement form to be used may be used for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise DateRegistrable Securities, the Company shall will give prompt written notice to Holders of Registrable Securities of its intention to effect such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount a registration and type of securities to be included will include in such offering, registration all Registrable Securities with respect to which the intended method(s) of distribution, and Company has received written requests for inclusion therein within 15 days after the name receipt of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such Company's notice (a “Piggyback Registration”"PIGGYBACK REGISTRATION"). The Company shall cause such Warrant Shares to be included in such registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Registrable Securities requested to be included in a Piggyback Registration the registration statement (or registration statements) for such offering to be included therein on the same terms and conditions as any similar securities of the Company and to permit included therein. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities which shall be included in such registration shall be reduced pro rata (on the basis of the estimated proceeds from the sale or other disposition thereof) to such number, if any, as in the reasonable opinion of the managing underwriters of such Warrant Shares offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by the Company in accordance with such offering; provided however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the intended method(sCompany, the securities to be included in the registration statement (or registration statements) for any Person other than the Holders, the Bargx Xxxders (if the Bargx Xxxders have exercised their rights under Section 3 of distribution thereof. All the Bargx Xxxeement) and the Company shall be first reduced prior to any such pro rata reduction and (ii) if such Piggyback Registration is incident to a secondary registration on behalf of holders of Warrant Shares proposing securities of the Company, the securities to distribute be included in the registration statement (or registration statements) for any Person not exercising "demand" registration rights other than the Holders and the Bargx Xxxders (if the Bargx Xxxders have exercised their rights under Section 3 of the Bargx Xxxeement) shall be first reduced prior to any such pro rata reduction; provided, further, that if (1) the Holders have made a request under this Section 3 and the Bargx Xxxders have made a request under Section 3 of the Bargx Xxxeement and (2) all of the Registrable Securities of the Holders and all of the Bargx Xxxurities of the Bargx Xxxders cannot be included in the registration statement(s) under the terms of such sections, the total number of Registrable Securities of the Holders and the Bargx Xxxurities of the Bargx Xxxders which shall be included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities through a Piggyback Registration that involves an underwriter or underwriters proposed to be offered by the Company in such offering. Subject to any applicable underwriting agreement, any Holder of Registrable Securities may withdraw at any time any Registrable Securities registered under this Section 3. No registration effected under this Section 3 shall enter into an underwriting agreement in customary form with relieve the underwriter or underwriters selected for such Piggyback RegistrationCompany of its obligation to effect any registration upon request under Section 2.

Piggyback Registration Rights. To The Company shall notify the extent Investor in writing at least twenty (20) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company does (including, but not maintain an effective limited to, registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale statements relating to secondary offerings of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary securities of the Initial Exercise DateCompany, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Company shall give written notice of such proposed filing Securities Act) (each, a “Registration Statement”) and will afford the Investor or its permitted assignees an opportunity to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included include in such offering, the intended method(s) of distribution, and the name Registration Statement all or part of the proposed managing underwriter or underwritersShares (“Registrable Securities”) held by such holder (each, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback RegistrationHolder”). Each Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by it shall, within twenty (20) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause all Registrable Securities which the managing underwriter or underwriters of a proposed underwritten offering Company has been requested by Holders to register to be registered under the Securities Act to the extent necessary to permit their sale in accordance with the Warrant Shares requested intended method of distribution. If a Holder decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. If a Registration Statement under which the Company gives notice under this Section 6.1 is for an underwritten offering, the Company shall so advise the Holders. In such event, the right of any such Holder to be included in a Piggyback Registration on registration pursuant to this Section 6.1 shall be conditioned upon such Holder’s participation in such underwriting and the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition inclusion of such Warrant Shares Holder’s Registrable Securities in accordance with the intended method(s) of distribution thereofunderwriting to the extent provided herein. All holders of Warrant Shares Holders proposing to distribute their securities Registrable Securities through a Piggyback Registration that involves an underwriter or underwriters such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationunderwriting by the Company. Notwithstanding any other provision of the Agreement, in connection with a registration statement that involves the primary offer and sale of securities by the Company for cash, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company and second, to all selling securityholders proposing to participate in the offering through the exercise of registration rights (the “Participating Sellers”) on a pro rata basis based on the total number of shares subject to registration rights held by such Participating Sellers. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares that may be included by the Participating Sellers without the written consent of Participating Sellers holding not less than a majority of the shares subject to registration rights proposed to be sold in the offering.

Piggyback Registration Rights. To the extent (a) If at any time the Company does proposes to register equity securities or securities convertible or exchangeable into or exercisable for equity securities (whether or not maintain an effective registration statement for its own account) under the Warrant Shares and Securities Act in the further event that the Company files connection with a registration statement with the Commission covering the sale of its shares of Common Stock public offering solely for cash (other than by a registration statement on Form S-4 or S-8S-8 or any successor or similar forms or filed in connection with an exchange offer, business combination transaction or on another formany offering of securities solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan or a dividend reinvestment and stock purchase plan, or in another context, in which such “piggyback” registration would be inappropriateand other than pursuant to Article II), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall promptly give each Holder of Registrable Securities written notice of such proposed filing to registration (a "Piggyback Registration Statement"). Upon the holders written request of Warrant Shares as soon as practicable but in no event less than ten each Holder receiving such Company notice delivered within 15 days following the date of such Holder's receipt of the Company notice (10) business days before the anticipated filing date, which Holder notice shall describe identify such Holder, the amount of Registrable Securities sought to be included in the Piggyback Registration Statement, and type the intended methods of securities disposition thereof), the Company shall cause to be included in such offeringPiggyback Registration Statement and use commercially reasonable efforts to be registered under the Securities Act all the Registrable Securities that each such Holder shall have requested to be registered; provided, however, that such right of inclusion shall not apply to any registration statement covering an underwritten offering of convertible, exercisable or exchangeable securities or equity securities other than the Common Stock if the Underwriters' Representative or Agent shall advise the Company in writing (with a copy to each Selling Holder) that in its opinion, the intended method(s) of distribution, and the name nature of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Registrable Securities requested to be included in a the Piggyback Registration on Statement would adversely affect the same terms and conditions as any similar securities offering of the Company and to permit convertible, exercisable or exchangeable securities or equity securities or would adversely affect the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution timing thereof. All holders of Warrant Shares proposing The Company shall have the absolute right at any time to distribute their securities through a Piggyback Registration that involves an underwriter withdraw or underwriters shall enter into an underwriting agreement cease to prepare or file any registration statement for any offering referred to in customary form with the underwriter this Article III without any obligation or underwriters selected for such Piggyback Registrationliability to any Holder.

Piggyback Registration Rights. To the extent (a) If at any time the Company does not maintain an effective proposes to file any registration statement for (a “Registration Statement”) under the Warrant Shares and in Securities Act of 1933, as amended (the further event that “Securities Act”), with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company files a registration statement with for its own account or for shareholders of the Commission covering Company for their account (or by the sale Company and by shareholders of its shares of Common Stock (the Company), other than a registration statement Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, (ii) for a period commencing on the Initial Exercise Date and terminating on the second dividend reinvestment plan or (2ndiii) anniversary of the Initial Exercise Datein connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable but in no event less than ten (10) business days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Warrant Shares Holder in such notice the opportunity to register the sale of such number of shares of Warrant Shares (the “Registrable Securities”) as such holders the Holder may request in writing within five three (53) business days after following receipt of such notice (a “Piggyback Piggy-Back Registration”). The Company shall cause such Warrant Shares Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Registrable Securities requested to be included in a Piggyback Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares The Holder proposing to distribute their its securities through a Piggyback Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Piggy-Back Registration.

Piggyback Registration Rights. To If the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files Capstone shall at any time propose to file a registration statement under the Securities Act for any sales of securities of the Capstone (i) on behalf of the holders of securities sold by Capstone in a private placement in April 1996 (the "April Holders") pursuant to a demand registration by such April Holders or (ii) any other filing Capstone shall give to Counsel written notice of such registration no later than thirty (30) days before its filing with the Commission covering the sale of its shares of Common Stock (other than a registration statement Commission; provided, that registrations relating solely to securities to be issued by Capstone in connection with any acquisition, employee stock option or employee stock purchase or savings or similar plan on Form S-4 or S-8, S-8 (or on another form, or in another context, in which such “piggyback” registration would successor Forms) under the Securities Act shall not be inappropriatesubject to this Section (b), then, for a period commencing on the Initial Exercise Date and terminating on the second . If Counsel so requests within fifteen (2nd15) anniversary days of the Initial Exercise Date, the Company shall give written notice sending of such proposed filing notice, Capstone shall include all of the Capstone Stock in any such registration. However, Capstone shall not be obligated to include any portion (or all) of such Capstone Stock to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing extent any underwriter or underwriters of a such securities being otherwise registered by Capstone shall determine in good faith that the inclusion of such Capstone Stock (or any portion thereof) would jeopardize the successful sale of such other securities proposed underwritten offering to permit the Warrant Shares requested to be sold by such underwriter or underwriters; provided, however that if such offering includes securities being offered for resale by other sellers of Capstone stock, then the Capstone Stock may be eliminated from such offering only to the extent that the securities being offered by such other sellers also are eliminated on a pari passu basis (except as otherwise set forth in this section). Notwithstanding the foregoing, in the case of a registration statement filed under item (ii) of this paragraph (b), to the extent any underwriter or underwriters for such registration statement shall determine that inclusion of all of the securities proposed to be sold would jeopardize the successful sale of such securities, the shares of Capstone Stock shall be excluded from such registration statement prior to the exclusion of the securities of the April Holders. Capstone represents and warrants that there are no holders of shares of its common stock with registration rights not previously included in a Piggyback Registration on registration statement, other than the same terms April Holders, Counsel and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback RegistrationIHS.

Piggyback Registration Rights. To Until such time as the extent Registrable ------------------------------ Securities may be sold in accordance with Rule 144(k) of the Commission under the Securities Act, if the Company does not maintain an effective registration statement for at any time proposes to file on its behalf and/or on behalf of any of its security holders (the Warrant Shares and in the further event that the Company files "DEMANDING SECURITY HOLDERS") a registration statement with under the Commission covering the sale of its shares of Common Stock Securities Act on any form (other than a registration statement on Form S-4 or S-8S-8 or any successor form or to the Company's employees pursuant to any employee benefit plan, or on another formrespectively) for the general registration of securities to be sold for cash with respect to the Common Stock, or in another contextit will give written notice to the Registered Holders at least 30 days before the initial filing with the Commission of the registration statement (or, in which such “piggyback” the case of a registration would be inappropriatestatement that has already been filed with the Commission but has not yet been declared effective, within 30 days before the filing of an amendment to the registration statement), then, for a period commencing on which notice shall set forth the Initial Exercise Date and terminating on the second (2nd) anniversary intended method of disposition of the Initial Exercise Datesecurities that the Company proposes to register. The notice shall offer to include in such filing the aggregate number of Registrable Securities as the Registered Holder may request. Nothing in this Section 5B shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5B at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall give written notice notify the Registered Holders of such proposed discontinuation of the registration. Each Registered Holder desiring to have Registrable Securities registered under this Section 5B shall advise the Company in writing within 20 days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the holders next sentence. If the managing underwriter or underwriters of Warrant Shares as soon as practicable but the proposed public offering shall advise the Company in no event less than ten (10) business days before writing that, in their good faith opinion, the anticipated filing date, which notice shall describe the amount and type number of securities to be included in such offeringregistration would materially and adversely affect the marketing or price of such securities to be sold, the intended method(s) of distribution, and Company will allocate the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares securities to be included in such registration first, the securities to be included in such registration by the holder or holders initiating the registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Registrable Securities requested to be included in a Piggyback Registration such registration by the Registered Holders and securities proposed to be sold by the Company for its own account or requested to be included in such registration by holders of securities other than the Registered Holders (pro rata based on the same terms number of securities proposed to be sold by all Registered Holders and conditions the Company). Except as otherwise provided in Section 5D, the Company shall bear all expenses of such registration. If any similar securities registration pursuant to this Section 5B is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. The Company has not entered into, and on or after the date of this Warrant, will not enter into, any agreement that is inconsistent with the rights granted to the Registered Holders in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holders under this Warrant do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. Without limiting the generality of the foregoing, the Company and shall not grant to permit any Person the right to request it to register any of its securities under the Securities Act unless the rights so granted are not in conflict with or inconsistent with the provisions of this Warrant. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or other disposition distribution of its Common Stock or its Convertible Securities during the 10 day period before, and during the 60 day period beginning on, the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5B or Section 5A (except as part of such underwritten registration) whether or not the holder participates in such registration; and, except as may be required under agreements that the Company enters into before the date hereof, the Company shall cause each holder of its privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant Shares in accordance with to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with Commission under the underwriter or underwriters selected for such Piggyback RegistrationSecurities Act.